NY-RCO Religious Corporations Law NY

Short title. This chapter shall be known as the "Religious

Corporations Law."

Definitions. A "Religious Corporations Law corporation" is a

corporation created for religious purposes to which this chapter applies

under section two-a of this chapter. Unless the context otherwise

requires, whenever "religious corporation" or "corporation" is used in

this chapter, such term shall mean a "Religious Corporations Law

corporation".

An "incorporated church" is a religious corporation created to enable

its members to meet for divine worship or other religious observances.

An "unincorporated church" is a congregation, society, or other

assemblage of persons who are accustomed to statedly meet for divine

worship or other religious observances, without having been incorporated

for that purpose.

The term "clergyman" and the term "minister" include a duly authorized

pastor, rector, priest, rabbi, pandit, swami, guru, granthi, imam,

moulvi, maulana and a person having authority from, or in accordance

with, the rules and regulations of the governing ecclesiastical body of

the denomination or order, if any, to which the church belongs, or

otherwise from the church or synagogue to preside over and direct the

spiritual affairs of the church or synagogue.

The term "funeral entity" means a person, partnership, corporation,

limited liability company or other form of business organization

providing funeral home services, or owning, controlling, conducting or

affiliated with a funeral home, any subsidiary thereof or an officer,

director or stockholder having a ten per centum or greater proprietary,

beneficial, equitable or credit interest in a funeral home.

Application. This chapter applies (a) to every corporation

heretofore or hereafter formed under this chapter, and (b) to every

corporation formed under any other statute or special act of this state

which would, if it were to be formed currently under the laws of this

state, be formed under this chapter, and (c) to every corporation formed

under laws other than the statutes of this state which is authorized to

conduct or which conducts activities in this state and which would, if

it were to be formed currently under the laws of this state, be formed

under this chapter.

Applicability of not-for-profit corporation law. 1. The

not-for-profit corporation law applies to every corporation to which

this chapter applies, provided that:

(a) If any provision of the not-for-profit corporation law conflicts

with any provision of this chapter, the provision of this chapter shall

prevail and the conflicting provision of the not-for-profit corporation

law shall not apply in such case. If any provision of this chapter

relates to a matter embraced in the not-for-profit corporation law but

is not in conflict therewith, both provisions shall apply.

(b) A corporation to which the not-for-profit corporation law is made

applicable by this section shall be treated as a "corporation",

"domestic corporation", or "foreign corporation" as such terms are used

in the not-for-profit corporation law, except that the purposes for

which any such corporation has been or may be formed under this chapter

shall not thereby be extended.

(c) The following provisions of the not-for-profit corporation law

shall not apply to religious corporations: subparagraphs (7) and (8) of

paragraph (a) of section one hundred twelve, section one hundred

fourteen, section two hundred one, section three hundred three, section

three hundred four, section three hundred five, section three hundred

six, article four except section four hundred one, section five hundred

fourteen, that portion of section five hundred fifty-five (b) and

section five hundred fifty-five (c) which reads "The institution shall

notify the donor, if available, and the attorney general of the

application, and the attorney general and such donor must be given an

opportunity to be heard", section six hundred five, section six hundred

seven, section six hundred nine, section eight hundred four, article

nine except section nine hundred ten, article ten except as provided in

section eleven hundred fifteen, section eleven hundred two, and article

fifteen except paragraph (c) of section fifteen hundred seven.

(d) Any reference in the not-for-profit corporation law to the

delivery of any certificate or other instrument to the department of

state for filing refers to the filing or recording thereof in the office

of the clerk of the county in which the corporation has its principal

office or place of worship or otherwise as provided in this chapter.

(d-1) Notwithstanding any provision of this chapter or the

not-for-profit corporation law, any church referred to in subdivision

two, three, four, five, five-a, five-b, five-c, five-d or six of section

twelve of this chapter shall not be required to give notice to the

attorney general of any application required by subdivision one of

section twelve of this chapter or any application or petition required

under section five hundred ten or section five hundred eleven of the

not-for-profit corporation law.

(e) No action shall be taken by the trustees of an incorporated Roman

Catholic church, or of a Ruthenian Greek Catholic church, under section

five hundred fifty-five of the not-for-profit corporation law (Release

or modification of restrictions on management, investment, or purpose)

without the consent of the archbishop or bishop of the diocese to which

such church belongs or in case of their absence or inability to act,

without the consent of the vicar general or administrator of such

diocese.

2. Every corporation to which the not-for-profit corporation law is

made applicable by this section is a charitable corporation as defined

in paragraph (a) of section one hundred two (Definitions) of the

not-for-profit corporation law for all purposes of that law.

3. From and after the effective date of this section the general

corporation law shall not apply to any corporation to which this chapter

applies.

4. For the purpose of this section and elsewhere in this chapter the

effective date of the not-for-profit corporation law as to corporations

to which the not-for-profit corporation law is made applicable by this

section shall be September first, nineteen hundred seventy-two.

Filing and recording certificates of incorporation of religious

corporations. The certificate of incorporation of a religious

corporation shall be acknowledged or proved before an officer authorized

to take the acknowledgment or proof of deeds or conveyances of real

estate, to be recorded in the county in which the principal office or

place of worship of said corporation is or is intended to be situated,

and shall be filed and recorded in the office of the clerk of said

county. If there is not, or is not intended to be, any such office or

place of worship, the certificate shall be filed and recorded in the

office of the secretary of state. Where a religious corporation removes

to another county within the state a duplicate copy of its certificate

of incorporation together with a statement of such removal duly signed

and acknowledged by the directors and officers of said corporation may

be filed in the office of the clerk of said county to which it has

removed.

The recording of any certificate of a religious corporation organized

under provisions of "An act to provide for the incorporation of

religious societies," passed April fifth, eighteen hundred and thirteen,

and of the acts amending the same, in the office of a clerk of a county

prior to the passage of chapter thirty-five of the laws of eighteen

hundred and ninety-seven, instead of in the office of the register of

such county, shall be regarded and construed and such recording is

hereby declared to be of the same validity, force and effect as would

have been the recording of such certificate in the proper office. And

every act, deed, matter and thing done or performed by every such

religious society or corporation since the recording of its certificate

in the office of said county clerk is hereby ratified, confirmed and

declared to be as valid in all respects as if the said certificate had

been properly and appropriately recorded in the office of the register

of the county in which said religious society or corporation was

organized; but this section shall not affect any suit or proceeding

already commenced arising out of such original mistake.

Property of unincorporated society transferred by its

incorporation. All the temporalities and property of an unincorporated

church, or of any unincorporated religious society, body, association or

congregation, shall, on the incorporation thereof, become the

temporalities and property of such corporation, whether such

temporalities or property be given, granted or devised directly to such

unincorporated church, society, body, association or congregation, or to

any other person for the use or benefit thereof.

Age qualifications of voters. To vote at a corporate meeting of

a corporation to which this chapter applies, persons, otherwise

qualified to vote, shall be of full age unless (1) the age

qualifications for voting at corporate meetings are fixed by or pursuant

to an applicable provision in articles three through nineteen of this

chapter, or (2) in the absence of such provision, the certificate of

incorporation or a by-law adopted by the members of such corporation

specifies an age, less than full age but not less than the age of

sixteen years, at which persons otherwise qualified to vote at corporate

meetings, shall be entitled to vote for all purposes or as to particular

types or classes of matters to be acted on at such meetings.

General powers and duties of trustees of religious corporations.

The trustees of every religious corporation shall have the custody and

control of all the temporalities and property, real and personal,

belonging to the corporation and of the revenues therefrom, and shall

administer the same in accordance with the discipline, rules and usages

of the corporation and of the ecclesiastical governing body, if any, to

which the corporation is subject, and with the provisions of law

relating thereto, for the support and maintenance of the corporation,

or, providing the members of the corporation at a meeting thereof shall

so authorize, of some religious, charitable, benevolent or educational

object conducted by said corporation or in connection with it, or with

the denomination, if any, with which it is connected; and they shall not

use such property or revenues for any other purpose or divert the same

from such uses. They may transfer all or any part of the real or

personal estate of such corporation to such bank, trust company, savings

bank or savings and loan association organized or existing under the

laws of the state of New York, or to a national banking association,

federal savings bank or federal savings and loan association having a

principal, branch or trust office located in the state of New York as

may be designated by them or to a holding company, organized under the

laws of the state of New York, of the same religious denomination, such

property to be held in trust or in safekeeping or custody, to collect

the income thereof and pay over the same to the trustees of such

religious corporation at such times and in such manner as shall be

agreed upon, and they may also, in their discretion, delegate and grant

to the trustee or custodian designated by them all or any portion of the

powers, responsibilities and discretionary authority possessed by them

with respect to the retention and the investment and reinvestment of

such property or any part thereof, and may from time to time modify such

powers delegated by them or designate successor or different trustees or

custodians within the limits and subject to the regulations and

restrictions contained in this section. The trustees of an incorporated

Roman Catholic Church, or of a Ruthenian Greek Catholic Church, shall

not transfer any property as herein provided without the consent of the

archbishop or bishop of the diocese to which such church belongs or in

case of their absence or inability to act, without the consent of the

vicar general or administrator of such diocese. By-laws may be adopted

or amended, by a two-thirds vote of the qualified voters present and

voting at the meeting for incorporation or at any subsequent meeting,

after written notice, embodying such by-laws or amendment, has been

openly given at a previous meeting, and also in the notices of the

meeting at which such proposed by-laws or amendment is to be acted upon.

By-laws thus adopted or amended shall control the action of the

trustees. But this section does not give to the trustees of an

incorporated church, any control over the calling, settlement, dismissal

or removal of its minister, or the fixing of his salary; or any power to

fix or change the times, nature or order of the public or social worship

of such church.

Investment of funds. Subject to the discipline, rules and

usages of the corporation and of the ecclesiastical governing body, if

any, to which the corporation is subject and subject to the limitations

and conditions contained in any gift, devise or bequest, and subject to

any applicable provisions of law with respect to the investment of funds

for the perpetual care and maintenance of cemetery lots, the trustees of

every religious corporation, created by or under a general or special

law, may invest the funds of such corporation in such securities,

investments or other property, real or personal, located within or

without the state of New York, as to them shall seem advisable without

being restricted to those classes of securities which are lawful for the

investment of trust funds under the laws of this state. The trustees of

an incorporated Roman Catholic church, or of a Ruthenian Greek Catholic

church, shall not invest its funds as in this sub-division provided

without the consent of the archbishop or bishop of the diocese to which

such church belongs or in case of their absence or inability to act,

without the consent of the vicar general or administrator of such

diocese.

Any investment of the funds of any religious corporation

heretofore made by the trustees thereof shall not be deemed to have been

restricted to securities which are lawful for the investment of trust

funds.

Acquisition of property by religious corporations for branch

institutions; establishment, maintenance and management thereof. Any

religious corporation may acquire property for associate houses, church

buildings, chapels, mission-houses, school-houses for Sunday or

parochial schools, or dispensaries of medicine for its ministers, their

wives, husbands and dependent children and for the poor, or property for

the residence of its ministers, their wives, husbands and dependent

children, teachers or employees, or property for a home for the aged or

nursery school or day care center. The persons attending public worship

in any such associate house, mission-house, church building, or chapel

connected therewith shall not by reason thereof have any rights as

members of the parent corporation. The persons statedly worshiping in

any such house, mission-house, church building or chapel may, with the

consent of the trustees of such corporation, become separately

incorporated as a church, and the parent corporation may, in pursuance

of the provisions of law regulating the disposition of real property by

religious corporations, rent or convey to the new corporation, with or

without consideration, any such associate house, church building,

chapel, mission-house, school-house or dispensary and the lot connected

therewith, subject to such regulations as the trustees of the parent

corporation may make. Any religious corporation shall have power to

establish, maintain and manage by its trustees or other officers as a

part of its religious purpose a home for the aged or nursery school or

day care center, and may take and hold by conveyance, donation, bequest

or devise real and personal property for such purpose, and may purchase

and may erect suitable buildings therefor. Any such corporation may take

and hold any grant, donation, bequest or devise of real or personal

property heretofore or hereafter made upon trust, and apply the same, or

the income thereof, under the direction of its trustees or other

officers, for the purpose of establishing, maintaining and managing such

a home, school or center and for the erection, preservation, repair or

extension of any building or buildings for such purpose.

Acquisition of property by religious corporations for cemetery

purposes; management thereof. A religious corporation may take and hold,

by purchase, grant, gift or devise, real property for the purposes of a

cemetery; or such lot or lots in any cemetery connected with it, as may

be conveyed or devised to it, with or without provisions limiting

interments therein to particular persons or classes of persons; and may

take and hold any property granted, given, devised or bequeathed to it

in trust to apply the same or the income or proceeds thereof, under the

direction of the trustees of the corporation, for the improvement or

embellishment of such cemetery or any lot therein, including the

erection, repair, preservation or removal of tombs, monuments,

gravestones, fences, railings or other erections, or the planting or

cultivation of trees, shrubs, plants, or flowers in or around any such

cemetery or cemetery lots.

A religious corporation may erect upon any property held by it for

cemetery purposes, a suitable building for religious services for the

burial of the dead, or for the use of the keepers or other persons

employed in connection therewith, and may sell and convey lots in such

cemetery for burial purposes, subject to such conditions and

restrictions as may be imposed by the instrument by which the same was

acquired, or by the rules and regulations adopted by such corporation.

Every such conveyance of a lot or plat for burial purposes, signed,

sealed and acknowledged in the same manner as a deed to be recorded, may

be recorded in like manner and with like effect as a deed of real

property.

Notwithstanding the provisions of section four hundred fifty-one of

the real property law or any other provision of law to the contrary, a

religious corporation that prior to January first, nineteen hundred

eighty-four received a special permit from the zoning board of appeals

for the use of certain real property as a cemetery and which actually

used such real property for cemetery purposes, may use such real

property for cemetery purposes without the consent of the county

legislative body for the county in which such real property is situated.

No religious corporation owning, managing or controlling a cemetery

shall, directly or indirectly:

(a) sell, or have, enter into or perform a lease of any of its real

property dedicated to cemetery purposes or adjacent thereto to a funeral

entity, or use any of its property for locating a funeral entity;

(b) commingle its funds with a funeral entity;

(c) direct or carry on its cemetery related business or affairs with a

funeral entity;

(d) authorize control of its cemetery related business or affairs by a

funeral entity;

(e) engage in any sale or cross-marketing of goods or services with a

funeral entity;

(f) have, enter into or perform a management or service contract for

cemetery operations with a funeral entity; or

(g) have, enter into or perform a management contract with any entity

other than a not-for-profit cemetery or religious corporation.

Only the provisions of subparagraphs (a) and (b) of the previous

paragraph shall apply to religious corporations with thirty acres or

less of real property dedicated to cemetery purposes, and only to the

extent the sale or lease is of real property dedicated to cemetery

purposes, and such cemeteries shall not engage in the sale of funeral

home goods or services, except if such goods and services are otherwise

permitted to be sold by cemeteries. No religious corporation shall

approve or authorize the construction of a mausoleum or columbarium on

property owned by the religious corporation where such mausoleum or

columbarium shall be the only form of interment offered for cemetery

purposes unless a management contract has been entered into with an

existing cemetery corporation regulated under article fifteen of the

not-for-profit corporation law, that will provide operational management

of the mausoleum or columbarium, and the owner of the mausoleum or

columbarium has reserved interment space and secured interment services

in a cemetery regulated under this article, in order to assure continued

perpetual care of the remains contained in the mausoleum or columbarium

should such mausoleum or columbarium become abandoned or choose to cease

operations.

Deeds for cemetery purposes; presumption. Every deed of

conveyance of real property to a religious corporation used for cemetery

purposes, whether heretofore or hereafter recorded, shall be presumptive

evidence that the conveyance vested in the grantee and its successors a

fee simple absolute in the premises therein described, subject to the

limitations and conditions therein prescribed, and that all proceedings

prior thereto, including the consent of the court, if required, were

regular and in accordance with all the provisions of law relating

thereto. At the expiration of twenty years from the date of record of

any such conveyance, heretofore or hereafter recorded, such presumption

shall be conclusive.

Lot owners' rights. Lots in such cemeteries shall be held

indivisible, and upon the decease of a proprietor of such lot the title

thereto shall descend to his heirs-at-law or devisees, subject, however,

to the following limitations and conditions: If he leaves a widow and

children, they shall have in common the possession, care and control of

such lot during her life. If he leaves a widow and no children, she

shall have the possession, care and control of such lot during her life.

If he leaves children and no widow, they, or the survivor of them, shall

in common have the possession, care and control of such lot during the

life of the survivor of them. The parties having such possession, care

and control of such lot during the term thereof, may erect a monument

and make other permanent improvements thereon. The widow shall have the

right of interment, for her own body in such lot, or in a tomb in such

lot and a right to have her body remain permanently interred or entombed

therein, except that her body may be removed therefrom to some other

family lot or tomb with the consent of her heirs. At any time when more

than one person is entitled to the possession, care or control of such

lot, the persons so entitled thereto shall designate in writing to the

religious corporation which of their number shall represent the lot, and

on their failure to designate, the board of trustees or directors of the

corporation shall enter of record which of said parties shall represent

the lot, while such failure continues. The widow may at any time release

her right in such lot, but no conveyance or devise by any other person

shall deprive her of such right.

Reacquisition of a lot, plot or part thereof by a cemetery. A

religious cemetery corporation may, upon application and approval by a

supreme court, reacquire, resubdivide, and resell a lot, plot or part

thereof under the following circumstances:

(a)(i) If the records of the corporation demonstrate that the lot,

plot or part thereof was purchased more than seventy-five years prior to

the application of the corporation; and (ii) if no burials have been

made in the lot, plot or part thereof or all the bodies therein have

been lawfully removed; and (iii) if neither the owner or owners of the

lot, plot or part thereof nor any person having a credible claim to

ownership who has visited, made payments in respect of or engaged in any

other proprietary activities with respect to the lot, plot or part

thereof can be identified after a reasonable search conducted by the

religious cemetery corporation, it shall be conclusively presumed that

the owner or owners of the lot, plot or part thereof have abandoned

their burial rights. A reasonable search consists of a search of: (1)

all cemetery records to determine the name of the owner or owners of the

lot, plot or part thereof, their last known addresses and all

information available to the cemetery relating to any person buried in

the lot, plot or part thereof and the names and last known addresses of

any persons making inquiry about or visiting the lot, plot or part

thereof; (2) a search for the death certificates and the probated wills

of the owner or owners of the lot, plot or part thereof; (3) the posting

of notice by the cemetery at the entrance to the cemetery, at the site

of the lot, plot or part thereof to be reacquired and in the cemetery

office, if any, of its intention to declare the lot, plot or part

thereof abandoned; (4) the mailing of such notice certified mail with

return receipt requested to the owner or owners of the lot, plot or part

thereof and each person identified during the reasonable search at their

last known addresses; (5) publication of such notice once in each week

for three successive weeks, in two newspapers of regular commercial

circulation by subscription and/or newsstand sale, to be designated by

the county clerk of the county where the cemetery is located which in

his or her judgment, given the ethnic, religious, geographic or other

related demographic characteristics of the owner or owners of the lot,

plot or part thereof and each person identified through the reasonable

search and the predominant readership of such newspapers are best

calculated to inform the owner or owners of the lot, plot or part

thereof and each person identified through the reasonable search of any

application pursuant to the provisions of this section; and (6) the

preparation of an affidavit describing the steps taken by the religious

cemetery corporation to ascertain the identity of and to contact the

current owner or owners of the lot, plot or part thereof or next-of-kin

thereof or any other persons identified in the course of the reasonable

search who might have relevant information and the results of such

steps. After the filing with the supreme court of proof of compliance

with the above requirements in form and substance reasonably

satisfactory to such supreme court and upon approval by the supreme

court, the lot, plot or part thereof may be resold by the cemetery to

any party in compliance with the cemetery rules and regulations

provided, however, that any monument subsequently placed on such lot,

plot or part thereof shall conform to the general appearance of any

existing monuments in said section of lots, plots or parts thereof, if

any.

(b) If (i) the circumstances described in subdivision (a) of this

section exist except that one or more burials have been made in a lot,

and the last burial was made more than seventy-five years prior to the

application, (ii) the lot, plot or part thereof can be subdivided to

create new graves, (iii) the bodies have not been lawfully removed, and

(iv) the cemetery submits an application to the supreme court which

complies with the requirements set forth in subdivision (a) of this

section, it shall be conclusively presumed that the lot owner has

abandoned the right to make further burials in the lot, the lot may be

subdivided, and the resubdivided lot, plot or parts thereof which do not

contain the remains of the deceased persons may be resold by the

religious cemetery corporation as provided in this section. Nothing in

this section shall permit a religious cemetery corporation to declare

abandoned a lot, plot or part thereof, where such lot, plot or part

thereof was purchased for multiple depth burials and where one or more

burials has occurred or authorized a religious cemetery corporation to

remove a monument or other embellishment to facilitate the resale of

such lot, plot or part thereof.

(c) If the owner or owners of a lot, plot or part thereof can be

identified, the religious cemetery corporation, with the consent of the

owner or owners of the lot, plot or part thereof, the lot, plot or part

thereof may be resubdivided, and the resubdivided lot, plot or part

thereof which does not contain the remains of deceased persons may be

resold by the religious cemetery corporation, provided, however, if no

burial has been made in the lot, plot or part hereof, in the twenty-five

year period preceding such application, the owner of a lot, plot or part

thereof has notified his or her parents, spouse, issue, brothers,

sisters, grandparents, and grandchildren, if any, of the application to

the supreme court, and provided further, however, if a burial has been

made in this lot, plot or part thereof during such twenty-five year

period, the spouse and issue of such deceased person are also notified,

and provided further, in either case the owner of the lot, plot or part

thereof satisfies the supreme court that none of the persons notified

have agreed within forty-five days of notification to purchase the lot,

plot or part thereof at the price which the religious cemetery

corporation shall certify under penalty of law shall be the price at

which the lot, plot or part thereof shall be sold for after

reacquisition. Any persons notified pursuant to this subdivision by the

identified owner or owners of the lot, plot or part thereof must agree

to erect a monument of reasonable uniformity to the immediately

surrounding monuments as provided in subdivision (f) of this section

before the persons notified may enter into an agreement to purchase the

lot, plot or part thereof.

(d) Upon the sale of a lot, plot or part thereof reacquired by a

religious cemetery corporation under the provisions of subdivision (a),

(b), or (c) of this section, the net proceeds shall be placed in a trust

designated to provide future maintenance of the cemetery.

(e) If the owner of the lot, plot or part thereof is subsequently

identified, the religious cemetery corporation shall: (i) return all

unsold lots, plots or parts thereof if any, to the owner if so

requested; and (ii) with respect to any lots, plots or parts thereof

that have been sold pursuant to this section, at the option of the owner

of the lot, plot or part thereof, either (1) provide the owner, at no

cost to the owner, with a lot, plot or part thereof comparable to any

lot, plot or part thereof that was sold by the religious cemetery

corporation or (2) provide the owner with the proceeds from the sale of

the lot, plot or part thereof reacquired under this section with

interest thereon from the date of the sale at six percent per annum.

(f) Monuments to be erected on a lot, plot or part thereof, following

the resale of a lot, plot or part thereof, shall conform to the rules

and regulations or other requirements of the religious cemetery

corporation and shall conform to the size, style, and type of monuments

in the section of the cemetery where such resale occurs.

(g) No corporation shall utilize the reacquisition provisions of this

section in violation of such corporation's sectarian burial

requirements.

Removal of human remains from one cemetery of a religious

corporation to another cemetery owned by it. A religious corporation,

notwithstanding the restrictions contained in any conveyance or devise

to it, may remove the human remains buried in a cemetery owned by it, or

when such church corporation is situated within or outside of a city in

the grounds surrounding the church belonging to such corporation, to

another cemetery owned by it, or to a plot or lot acquired by it in any

other cemetery located in the same county, or in any town adjoining the

town or city in which the cemetery wherein such human remains are buried

is located, if the trustees thereof so determine, and if either

three-fourths of the members of such corporation, qualified to vote at

its corporate meetings, sign and acknowledge and cause to be recorded in

the office of the clerk of the county in which such cemetery or a part

thereof is situated, a written consent thereto, or if approval thereof

be given by the vote of three-fourths of those members of such

corporation qualified to vote, who shall be present and vote thereon, at

a corporate meeting of such corporation, specially called for that

purpose, a quorum of at least eight qualified voters being present.

Provided, however, that in lieu of such removal by such religious

corporation it shall be lawful for the surviving spouse or any heir of

any decedent, upon obtaining permission of the county court of the

county, or of the supreme court in the district, where the cemetery from

which the removal is proposed, is situated, at his own expense to cause

the removal of such remains and tombstones, monuments or other erections

and the reinterment of such remains and the replacement of such

tombstones, monuments or other erections in some other cemetery selected

by the applicant, the notice of which application for permission to be

given in the manner and to those designated by the court. But if such

corporation be a church, previous notice of the object of such meeting

shall be published once each week for at least four successive weeks in

a newspaper of the town, village or city in which the cemetery from

which the removal is proposed, is situated, or if no newspaper is

published therein, then in a newspaper designated by the county judge of

such county. Such removal shall be made in an appropriate manner and in

accordance with such directions as to the manner thereof, as may be

given by the board of health of the town, village or city in which the

cemetery from which the removal is made, is situated. All tombstones,

monuments or other erections at or upon any grave from which any remains

are removed, shall be properly replaced or raised at the grave where the

remains are reinterred. Such religious corporation may, in its

discretion, erect one or more tombstones, monuments or other suitable

markers appropriately inscribed as a memorial for all those decedents

whose remains shall not be found for removal or reinterment, but the

said religious corporation shall make a certificate setting forth an

exact copy of all inscriptions on each tombstone, monument, or other

erection which shall not be replaced or raised because of failure to

find remains for removal and reinterment, and shall file the same in the

cemetery office or in the office of the town or city clerk of the town

or city in which the cemetery from which removal is proposed, is

situated; all tombstones, monuments or other erections not so replaced

or raised shall be disposed of by such religious corporation as it shall

determine and such certificate, in addition to such inscriptions, shall

state the disposition so made.

Acquisition of property by two or more religious corporations

for a common parsonage. Two or more religious corporations may acquire

such real property as may be necessary for use as a parsonage, and the

right, title and interest of each corporation therein shall be in

proportion to its contribution to the cost of such property. The

trustees of each corporation shall, from time to time, appoint one of

their number to be a trustee of such common parsonage property, to hold

office during the pleasure of the appointing trustees or until his

successor be appointed. The trustees so appointed shall have the care

and management of such property and may make such improvements thereupon

as they deem necessary, and determine the proportion of the expense of

the maintenance thereof which each corporation shall bear. If at any

time either of such corporations acquires or desires to acquire for its

own exclusive use as a parsonage other real property, it may, in

pursuance of the provisions of law, relating to the disposition of real

property by religious corporations, sell and convey its interest in such

common parsonage property to any one or more of the other corporations

having an interest therein.

Correction and confirmation of conveyances to religious

corporations. If, in a conveyance of real property, or in any

instrument intended to operate as such, heretofore or hereafter made to

a religious corporation, its corporate name is not stated or is not

correctly stated, but such conveyance or instrument indicates the

intention of the grantor therein to convey such property to such

corporation, and such corporation has entered into possession and

occupation of such property, any officer of the corporation authorized

so to do by its trustees may record in the office where such conveyance

or instrument is recorded a statement, signed and acknowledged by him or

proved, setting forth the date of such conveyance or instrument, the

date of record and the number and page of the book of record thereof,

the name of the grantor, a description of the property conveyed or

intended to be conveyed, the name of the grantee as expressed in such

conveyance or instrument, the correct name of such corporation, the fact

of authorization by the trustees of the corporation, to make and record

such statement, and that the grantor in such conveyance or instrument

intended thereby to convey such property to such corporation as the said

officer verily believes, with the reason for such belief. Such statement

so signed and acknowledged or proved shall be recorded with the records

of deeds in such office, and indexed as a deed from the grantee as named

in such instrument or in such conveyance to such corporation. The

register or clerk, as the case may be, shall note the recording of such

statement on the margin of the record of such conveyance, and for his

services shall be entitled to receive the fees allowed for recording

deeds. Such statement so recorded shall be presumptive evidence that

such matters therein stated are true, and that such corporation was the

grantee in the original instrument or conveyance. All conveyances

heretofore made, or by any instrument intended to be made, to a

religious corporation of real property appropriated to the use of such

corporation, or entitled to be so appropriated, are hereby confirmed and

declared valid and effectual, notwithstanding any defect in the form of

the conveyance or the description of the grantee therein.

Sale, mortgage and lease of real property of religious

corporations. 1. A religious corporation shall not sell, mortgage or

lease for a term exceeding five years any of its real property without

applying for and obtaining leave of the court or the attorney general

therefor pursuant to section five hundred eleven of the not-for-profit

corporation law as that section is modified by paragraph (d-1) of

subdivision one of section two-b of this chapter or section five hundred

eleven-a of the not-for-profit corporation law, except that a religious

corporation may execute a purchase money mortgage or a purchase money

security agreement creating a security interest in personal property

purchased by it without obtaining leave of the court therefor.

2. The trustees of an incorporated Protestant Episcopal church shall

not vote upon any resolution or proposition for the sale, mortgage or

lease of its real property, unless the rector of such church, if it then

has a rector, shall be present, and shall not make application to the

court for leave to sell or mortgage any of its real property without the

consent of the bishop and standing committee of the diocese to which

such church belongs, or execute and deliver a lease of any of its real

property for a term exceeding five years without similar consent of the

bishop and standing committee of the diocese to which such church

belongs; but in case the see be vacant, or the bishop be absent or

unable to act, the consent of the standing committee with their

certificate of the vacancy of the see or of the absence or disability of

the bishop shall suffice.

3. The trustees of an incorporated Roman Catholic church shall not

make application to the court for leave to mortgage, lease or sell any

of its real property without the consent of the archbishop or bishop of

the diocese to which such church belongs or in case of their absence or

inability to act, without the consent of the vicar-general or

administrator of such diocese.

4. The trustees of an incorporated Ruthenian Catholic church of the

Greek rite shall not make application to the court for leave to

mortgage, lease or sell any of its real property without the consent in

writing of the Ruthenian Greek Catholic bishop of the diocese to which

such church belongs, or, in case of his absence or inability to act,

without the consent of the vicar-general of such bishop or of the

administrator of such diocese.

5. The trustees of an incorporated African Methodist Episcopal Zion

church shall not make application to the court for leave to mortgage,

lease or sell any of its real property without the consent of the bishop

of the diocese to which said church belongs, or in case of his absence

or inability to act, without the consent of the annual conference having

jurisdiction over such church.

5-a. The trustees of an incorporated Presbyterian church in connection

with the General Assembly of the Presbyterian Church (U.S.A.) shall not

make application to the court for leave to mortgage, lease or sell any

of its real property without the consent in writing of the particular

Presbytery with which said church is connected.

5-b. The trustees of an incorporated United Methodist church shall not

make application to the court for leave to mortgage, lease, or sell any

of its real property without the written consents of the district

superintendent and the preacher in charge and the authorization of the

charge conference by a majority of those present and voting at a meeting

of the charge conference, provided that not less than ten days' notice

of such meeting and proposed action shall have been given from the

pulpit of the charge, or, if no regular services are held, by mail to

the members of the charge conference.

5-c. The trustees of an incorporated Reformed Church in connection

with the General Synod of the Reformed Church in America, shall not make

application to the court for leave to mortgage, lease or sell any of its

real property without the consent in writing of the trustees of the

Classis with which said church is connected.

5-d. The trustees of the Greek Orthodox Archdiocese of America shall

not make application to the court for leave to mortgage, lease or sell

any of its real property without the consent of its archbishop.

6. The petition of the trustees of an incorporated Protestant

Episcopal church or Roman Catholic church shall, in addition to the

matters required by article five of the not-for-profit corporation law

to be set forth therein, set forth that this section has also been

complied with. The petition of the trustees of an incorporated African

Methodist Episcopal Zion church shall in addition to the matters

required by article five of the not-for-profit corporation law to be set

forth therein, set forth that this section has also been complied with.

The petition of the trustees of an incorporated Presbyterian church in

connection with the General Assembly of the Presbyterian Church

(U.S.A.), shall, in addition to the matters required by article five of

the not-for-profit corporation law to be set forth therein, set forth

that this section has also been complied with. The petition of the

trustees of an incorporated United Methodist church shall, in addition

to the matters required by article five of the not-for-profit

corporation law to be set forth therein, set forth that this section has

also been complied with. The petition of the trustees of an incorporated

Greek Orthodox Archdiocese of America church shall, in addition to the

matters required by article five of the not-for-profit corporation law

to be set forth therein, set forth that this section has also been

complied with.

7. Lots, plots or burial permits in a cemetery owned by a religious

corporation may, however, be sold, also all or part of such cemetery may

be conveyed to a cemetery corporation, without applying for or obtaining

leave of the court. No cemetery lands of a religious corporation shall

be mortgaged while used for cemetery purposes.

8. Except as otherwise provided in this chapter in respect to a

religious corporation of a specified denomination, any solvent religious

corporation may, by order of the court, obtained as above provided in

proceedings to sell, mortgage or lease real property, convey the whole

or any part of its real property to another religious corporation, or to

a membership, educational, municipal or other non-profit corporation,

for a consideration of one dollar or other nominal consideration, and

for the purpose of applying the provisions of article five of the

general corporation law, a proposed conveyance for such consideration

shall be treated as a sale, but it shall not be necessary to show, in

the petition or otherwise, nor for the court to find that the pecuniary

or proprietary interest of the grantor corporation will be promoted

thereby; and the interests of such grantor shall be deemed to be

promoted if it appears that religious or charitable objects generally

are conserved by such conveyance, provided, however, that such an order

shall not be made if tending to impair the claim or remedy of any

creditor.

9. If a sale, mortgage or lease for a term exceeding five years of any

real property of any such religious corporation has been heretofore or

shall be hereafter made and a conveyance or mortgage executed and

delivered without the authority of a court of competent jurisdiction,

obtained as required by law, or not in accordance with its directions,

the court may, thereafter, upon the application of the corporation, or

of the grantee or mortgagee in any such conveyance or mortgage or of any

person claiming through or under any such grantee or mortgagee upon such

notice to such corporation, or its successor, and such other person or

persons as may be interested in such property, as the court may

prescribe, confirm said previously executed conveyance or mortgage, and

order and direct the execution and delivery of a confirmatory deed or

mortgage, or the recording of such confirmatory order in the office

where deeds and mortgages are recorded in the county in which the

property is located; and upon compliance with the said order such

original conveyance or mortgage shall be as valid and of the same force

and effect as if it had been executed and delivered after due

proceedings had in accordance with the statute and the direction of the

court. But no confirmatory order may be granted unless the consents

required in the first part of this section for a Protestant Episcopal,

Roman Catholic, Presbyterian church or an incorporated African Methodist

Episcopal Zion church or an incorporated United Methodist church have

first been given by the prescribed authority thereof, either upon the

original application or upon the application for the confirmatory order.

10. The provisions of this section shall not apply to real property

heretofore or hereafter acquired on a sale in an action or proceeding

for the foreclosure of a mortgage owned by a religious corporation or

held by a trustee for or in behalf of a religious corporation or to real

property heretofore or hereafter acquired by a religious corporation or

held by a trustee for or in behalf of a religious corporation by deed in

lieu of the foreclosure of a mortgage owned, either in whole or in part,

whether in certificate form or otherwise, by a religious corporation.

Consolidation or merger of incorporated churches. Two or more

incorporated churches may enter into an agreement, under their

respective corporate seals, for the consolidation or merger of such

corporations, setting forth the name of the proposed new corporation or

surviving corporation, the denomination, if any, to which it is to

belong, and if the churches of such denomination have more than one

method of choosing trustees, by which of such methods the trustees are

to be chosen, the number of such trustees, the names of the persons to

be the first trustees of the new corporation, and the date of its first

annual corporate meeting. Such an agreement shall not be valid for

United Methodist churches unless proposed by a majority vote of the

charge conference of each church and approved by the superintendent or

superintendents of the district or districts in which the consolidating

churches are located, and by the majority of the members of each of such

churches, over the age of twenty-one years, present and voting at a

meeting thereof held in the usual place of public worship and called for

the purpose of considering such agreement by announcement made at public

service in such churches on two Sundays, the first not less than ten

days next preceding the date of such meeting. Such agreement shall not

be valid unless approved in the case of Protestant Episcopal churches by

the bishop and standing committee of the diocese in which such churches

are situated and in the case of churches of other denominations by the

governing body of the denomination, if any, to which each church

belongs, having jurisdiction over such church. Each corporation shall

thereupon make a separate petition to the supreme court for an order

consolidating or merging the corporations, setting forth the

denomination, if any, to which the church belongs, that the consent of

the governing body to the consolidation or merger, if any, of that

denomination having jurisdiction over such church has been obtained, the

agreement therefor, and a statement of all the property and liabilities

and the amount and sources of the annual income of such petitioning

corporation. In its discretion the court may direct that notice of the

hearing of such petition be given to the parties interested therein in

such manner and for such time as it may prescribe. After hearing all the

parties interested, present and desiring to be heard, the court may make

an order for the consolidation or merger of the corporations on the

terms of such agreement and such other terms and conditions as it may

prescribe, specifying the name of such new or surviving corporation and

the trustees thereof, and the method by which their successors shall be

chosen and the date of its first or next annual corporate meeting. When

such order is made and duly entered, the persons constituting such

consolidated or merged corporations shall be or become an incorporated

church by, and said petitioning churches shall become consolidated or

merged under, the name designated in the order, and the trustees therein

named shall be the trustees thereof, and the future trustees thereof

shall be chosen by the method therein designated, and all the estate,

rights, powers and property of whatsoever nature belonging to either

corporation shall without further act or deed be vested in and

transferred to the new or surviving corporation as effectually as they

were vested in or belonging to the former corporations; and the said new

or surviving corporation shall be liable for all the debts and

liabilities of the former corporations in the same manner and as

effectually as if said debts or liabilities had been contracted or

incurred by the new or surviving corporation. A certified copy of such

order shall be recorded in the book for recording certificates of

incorporation in each county clerk's office in which the certificate of

incorporation of each consolidating or merging church was recorded; or

if no such certificate was so recorded, then in the clerk's office of

the county in which the principal place of worship or principal office

of the new or surviving corporation is, or is intended to be, situated.

Judicial investigation of amount of property of religious

corporations. The supreme court at a special term, held in the judicial

district in which the principal place of worship or of holding corporate

meetings of a religious corporation is situated, may require such

corporation to make and file an inventory of its property, verified by

its trustees or a majority of them, on the written application of the

attorney-general, stating that, from his knowledge, or on information

and belief, the value of the property held by such corporation exceeds

the amount authorized by law. On presentation of such application, the

court shall order that a notice of at least eight days, together with a

copy of the application, be served upon the trustees of the corporation,

requiring them to show cause at a time and place therein specified why

they should not make and file such inventory and account. If, on the

hearing of such application, no good cause is shown to the contrary, the

court may make an order requiring such inventory or account to be filed,

and may also proceed to take and state the amount of property held by

the corporation, and may appoint a referee for that purpose; and when

such account is taken and stated, after hearing all the parties

appearing on the application, the court may enter an order determining

the amount of property so held by the corporation and its annual income,

from which order an appeal may be taken by any party aggrieved as from a

judgment of the supreme court in an action tried therein before a court

without a jury. No corporation shall be required to make and file more

than one inventory and account in any one year, or to make a second

account and inventory while proceedings are pending for the statement of

an account under this section.

Corporations with governing authority over, or advisory

relations with, churches or synods, or both. 1. An unincorporated

diocesan convention, presbytery, classes, synod unless otherwise

provided, annual or biennial conference or convention, or other

governing or advisory body having jurisdiction over or relations with

several or a number of churches or synods, or synods and churches, some

or all of which are located in this state, may at a meeting thereof duly

held, determine to become incorporated by a designated name, and may by

a plurality vote, elect not less than three nor more than fifteen

persons to be the first trustees of such corporation. The presiding

officer and clerk of such governing or advisory body shall execute and

acknowledge a certificate stating that such proceedings were duly taken

as herein provided, the name by which such corporation is to be known,

and the names of such first trustees. On filing such certificate the

members of such governing or advisory body and their successors shall be

a corporation by the name stated in the certificate, and the persons

named as trustees therein shall be the first trustees thereof.

The trustees of every incorporated governing or advisory body and

their successors shall hold their offices during the pleasure of such

body, which may remove them and fill vacancies in accordance with its

rules and regulations. Such corporation may hold its meetings and elect

its trustees annually or biennially, and may hold its first and any

other meetings outside this state if any of the churches or synods

governed or advised by it are located outside of this state. Such

corporation may take, administer and dispose of real and personal

property in and outside this state for the benefit of such governing or

advisory body or of any parish, congregation, society, church, mission,

synod, religious, benevolent, charitable or educational institution

existing or acting under or related to it, or of any religious work or

activity. Such corporation may elect the members of unincorporated or

incorporated boards to carry on particular lines of religious work or

activity. Such corporation may have in addition to its by-laws, a

constitution; and such constitution may be adopted or amended in such

manner as the corporation will determine.

2. The trustees of every incorporated governing body of the Protestant

Episcopal church in the state of New York, shall consist of the bishop

of the diocese, who shall be ex-officio president of the corporation;

the bishop coadjutor, should there be one, who shall be ex-officio

vice-president of the corporation; and not less than three nor more than

nine other persons, residents of the diocese, to be elected by the

diocesan convention, and who shall hold their office for such term as

shall be decided by the said convention.

Vacancies in the board of trustees, occurring by reason of death,

resignation, or removal from the diocese, may be filled by the remaining

trustees, until the next diocesan convention.

3. The trustees, who shall constitute the governing body of the

Federated Orthodox Greek Catholic Primary Jurisdictions in America,

shall consist of the ecclesiastical administrative heads, also known as

the hierarchs, of the four constituent primary jurisdictions together

with the dean of the preceptorial council, the chancellor and the

secretary of said federation and not more than eight additional

trustees, communicants of the Orthodox Greek Catholic Church, who are to

be elected or appointed by said four constituent primary jurisdictions.

The term Federated Orthodox Greek Catholic Primary Jurisdictions in

America, as used herein, is restricted to apply only

(a) to the jurisdiction of the Orthodox Oecumenical Patriarchate of

Constantinople exercised in the Americas and all the territorial

possessions and/or dependencies or protectorates of the United States of

America, by its duly authorized exarch, metropolitan, archbishop or

bishop,

(b) to the jurisdiction of the apostolic Orthodox Patriarchate of

Antioch, exercised in the Americas and all the territorial possessions

and/or dependencies or protectorates of the United States of America, by

its duly authorized exarch, metropolitan, archbishop or bishop,

(c) to the jurisdiction of the Patriarchate of Moscow exercised in the

Americas and all the territorial possessions and/or dependencies or

protectorates of the United States of America, by its duly authorized

exarch, metropolitan, archbishop or bishop,

(d) to the jurisdiction of the Patriarchate of Serbia (Jugoslavia)

exercised in the Americas and all the territorial possessions and/or

dependencies or protectorates of the United States of America, by its

duly authorized exarch, metropolitan, archbishop or bishop.

All other Orthodox Greek Catholic jurisdictions, bishoprics, dioceses

and missions, officially and canonically in communion with and

acknowledged by all four of said primary jurisdictions, if certified by

the secretariat thereof as affiliated with the Federated Orthodox Greek

Catholic Primary Jurisdictions in America, may incorporate or

re-incorporate under this section as affiliates thereof.

4. The trustees of every incorporated governing body of the four

primary jurisdictions, respectively, specified in subdivision three of

this section, or of any of the affiliates of said jurisdictions, shall

consist of the hierarch or ecclesiastical administrator, who shall be

ex-officio president of the corporation, the chancellor of the

archdiocese, the dean of the archdiocesan theological faculty or one of

the members thereof, and the secretary of the archdiocese, who are to be

appointed by said hierarch and to serve at his pleasure and, in

addition, not less than three nor more than nine other persons,

communicants of the Orthodox Church, to be elected by said governing

body or by the diocesan convention; the term of such elective first

trustees shall be one-third for one year, one-third for two years, and

one-third for three years, respectively, and the term of office of their

successors shall be three years.

5. The trustees of every incorporated governing body of the

Evangelical Lutheran Church in America shall consist of not less than

three nor more than thirty persons. If the constitution or by-laws of

such governing body so provides, the Bishop or president,

vice-president, treasurer and secretary of such governing body shall be

ex-officio trustees of such governing body. The remaining trustees shall

be elected by the annual or other regular convention of such governing

body if it does not meet annually, and shall hold their office for such

term as shall be decided by the said convention. Vacancies in the board

of trustees, occurring by reason of death, resignation or other cause,

may be filled by the remaining trustees as provided in the constitution

and by-laws of such governing body.

Consolidation of incorporated presbyteries. 1. Two or more

incorporated presbyteries may enter into an agreement for the

consolidation or merger of such corporations and such corporations may

be consolidated or merged so as to form a single corporation which may

be either a new corporation or one of the constituent corporations. Said

agreement shall set forth the name of the proposed new corporation or

the name of the existing corporation if it is to become the consolidated

or merged corporation, the method of choosing trustees, the names of the

persons to be the first trustees of the new corporation if the

consolidated or merged corporation is to be a new corporation and the

date of the first annual corporate meeting.

2. Such agreement must be authorized and approved by a majority vote

of the members of each contracting presbytery taken at a meeting at

which a quorum is present duly called in accordance with the form of

government of the Presbyterian Church (U.S.A.) and the notice of such

meeting shall state the purpose of the meeting.

3. Before such agreement is approved as aforesaid, such consolidation

or merger must be directed and approved by the Synod of the Northeast

and the General Assembly of the Presbyterian Church (U.S.A.).

4. Each presbytery shall thereafter join in a petition to the supreme

court for an order consolidating or merging the corporation, setting

forth the agreement of the contracting presbyteries, the direction and

approval of the bodies as set forth in subdivision three of this

section, a statement of all the property and liabilities and the sources

of the annual income of each presbytery and a description of any

property held by such presbyteries in trust for specific purposes. In

its discretion the court may direct that notice of the hearing of such

petition be given to the parties interested therein in such manner as it

may prescribe.

5. After hearing all the parties interested, present and desiring to

be heard, the court may make an order for the consolidation or merger of

the presbyteries on the terms of such agreement and such other terms and

conditions as it may prescribe, specifying the name of the new

corporation or the name the continuing corporation will have if one of

the constituent corporations is to become the consolidated or merged

corporation, the first trustees thereof if a new corporation is to be

created and the method by which their successors shall be chosen and the

date of the first annual corporate meeting if a new corporation is to be

created.

6. When such order is made and duly entered, the persons constituting

such corporate presbyteries shall become one incorporated consolidated

or merged presbytery by, and said petitioning presbyteries shall become

consolidated or merged under, the name designated in the order, and the

trustees therein named, if it is a new corporation, shall be the first

trustees thereof, and if it is a new corporation the trustees thereof

shall be chosen by the method therein designated, and all the estate,

rights, powers and property of whatsoever nature, belonging to either

corporation shall without further act or deed be vested in and/or

transferred to the new corporation as effectually as they were vested in

or belonging to the former corporations, and the new or continuing

corporations shall be liable for all the debts and liabilities of the

former corporations in the same manner and as effectually as if said

debts or liabilities had been contracted or incurred by the new

corporation.

7. The order or a certified copy thereof shall be recorded in the book

for recording certificates of incorporation in each county clerk's

office in which the certificate of incorporation of each constituent

presbytery was recorded.

8. Such consolidated or merged presbytery shall have all the powers

and responsibilities conferred upon presbyteries by the constitution and

form of government of the Presbyterian Church (U.S.A.).

Consolidation or merger of incorporated Presbyterian and

Lutheran synods. 1. (a) Presbyterian. One or more foreign religious

synods and one or more domestic religious synods may merge into a single

religious corporation of this state, which shall be one of the

constituent corporations or may consolidate into a single religious

corporation of this state which shall be a new corporation to be formed

pursuant to the consolidation, if such merger or consolidation is

permitted by the laws of the jurisdiction under which each such foreign

religious corporation is incorporated.

(b) Lutheran. One or more foreign religious synods and one or more

domestic religious synods may merge into a single religious corporation

formed in this state or outside this state, which shall be one of the

constituent corporations or may consolidate into a single religious

corporation formed in this state or outside this state, which shall be a

new corporation to be formed pursuant to the consolidation, if such

merger or consolidation is permitted by the laws of the jurisdiction

under which each such foreign religious corporation is incorporated.

2. Whenever used in this section:

(a) "Constituent Corporation" means an existing foreign or domestic

religious corporation that is participating in the merger or

consolidation with one or more other foreign or domestic religious

corporations.

(b) "Surviving Corporation" means the constituent religious

corporation into which one or more other domestic or foreign constituent

religious corporations are merged.

(c) "Consolidated Corporation" means the new religious corporation in

which two or more foreign or domestic constituent religious corporations

are consolidated.

(d) "Synod" means (i) a foreign or domestic religious corporation

formed by the Presbyterian church that consists of ministers and ruling

elders of not fewer than three presbyteries within a specified

geographical region, or

(ii) a foreign or domestic religious corporation formed by the

Lutheran church under a religious corporations law or a not-for-profit

corporation law.

3. The constituent corporations shall enter into an agreement for the

consolidation or merger of such corporations. Said agreement shall set

forth the name of the proposed new corporation if a consolidation or the

name of the surviving corporation if a merger, the method of choosing

trustees, the names of the persons to be the first trustees of the new

corporation if a consolidation or of the surviving corporation if a

merger, and the date of the first annual corporate meeting if a

consolidation or of the annual corporate meeting if a merger.

4. Such agreement must be authorized and approved by a two-thirds vote

of the board of trustees or governing body of each domestic synod and in

the case of a foreign religious synod by such vote or approval as

required by the laws of the jurisdiction under which it is incorporated

at a meeting where a quorum is present, duly called in accordance with

the form of government of the Presbyterian Church (U.S.A.) or the

Evangelical Lutheran Church in America, as applicable, and the notice of

such meeting shall state the purpose of the meeting.

5. Before such agreement is approved as aforesaid, such consolidation

or merger must be directed and approved by the General Assembly of the

Presbyterian Church (U.S.A.) or the Churchwide Assembly of the

Evangelical Lutheran Church in America.

6. Each synod, whether it be a foreign or a domestic religious

corporation, shall thereafter join in a petition to the supreme court

for an order consolidating or merging the constituent corporations. The

petition shall set forth the following: agreement of the contracting

synods; the direction and approval of the body as set forth in

subdivision five; a statement of all the assets and liabilities and the

sources of the annual income of each synod; a description of real

property and a description of any property held by such synod in trust

for specific purposes for property to be transferred and conveyed to the

consolidated or merged corporation. Where required by the law of the

state of incorporation of each constituent corporation, notice of the

hearing of such petition shall be given to the secretary of state of

this state and to the secretary of state of the state in which each

foreign religious corporation is incorporated in such manner as the

court may prescribe, and the court may, in its discretion, direct that

notice of the hearing of such petition to the other parties interested

therein shall be given in such manner as the court may prescribe.

7. After hearing all the parties interested, present and desiring to

be heard, the court may make an order for the consolidation or merger of

the foreign and domestic synods on the terms of such agreement and such

other terms and conditions as it may prescribe, specifying the name of

the new corporation, if a consolidation, or the name of the surviving

corporation, if a merger, the names of the first trustees thereof, if a

new corporation is to be created, and the method by which their

successors shall be chosen, the date of the first annual corporate

meeting, if a consolidation, or the date of the annual corporate

meeting, if a merger, and the court may authorize the filing of a

certificate of consolidation or merger of the religious corporations

with the secretary of state for the consolidated or merged religious

corporation.

8. After approval of the petition and when such order is made and duly

entered by the court, a certificate of consolidation or merger, entitled

"Certificate of consolidation (or merger) of .......... and ..........

into (name of religious corporation) under section fifteen-b of the

'Religious Corporations Law'", shall be signed and verified on behalf of

each constituent corporation and delivered to the county clerk in which

the principal office of said consolidated or merged corporation is or is

intended to be situated and shall be filed and recorded in the office of

the clerk of said county. If there is no such principal office or there

is none intended to be, the certificate of consolidation or merger shall

be filed and recorded in the office of the secretary of state. It shall

set forth:

(a) The date when the certificate of incorporation of each constituent

domestic corporation was filed by the department of state, or, in the

case of constituent domestic corporations created by special law, the

chapter number and year of passage of such law. In the case of each

constituent foreign corporation, the certificate shall set forth the

jurisdiction and date of its incorporation.

(b) A certified copy of the order from the Supreme Court authorizing

and approving the merger or consolidation of the foreign and domestic

religious corporations.

(c) The name of each constituent corporation and if the name of any of

them has been changed, the name under which it was formed, and the name

and purposes of the surviving or consolidated corporation.

(d) A description of the membership, officers, and trustees, including

their number, classification, and voting rights, if any.

(e) In case of merger, a statement of any amendments or changes in the

certificate of incorporation of the surviving corporation to be

effectuated by such merger; in case of consolidation, all statements

required to be included in a certificate of incorporation for a

religious corporation, except statements as to facts not available at

the time the agreement of consolidation is adopted.

(f) The effective date of the merger or consolidation, if other than

the date of filing of the certificate of merger or consolidation by the

department of state.

(g) The manner in which the merger or consolidation was authorized

with respect to each constituent religious corporation.

9. The surviving or consolidated corporation shall thereafter cause a

copy of such certificate certified by the clerk of the county or the

secretary of state, as the case may be, in whose office the certificate

of merger or consolidation is filed and recorded, to be filed in the

office of the clerk of each county in which the office of a constituent

domestic corporation, other than the surviving corporation, is located,

in the office of the secretary of state of the jurisdiction where each

one of the constitutent foreign corporations is incorporated, and in the

office of the official who is the recording officer of each county in

this state and in foreign states in which real property of a constituent

corporation, other than the surviving corporation, is situated.

10. Upon the filing of the certificate of merger or consolidation as

aforesaid or on such date subsequent thereto, not to exceed thirty days,

as shall be set forth in such certificate, the merger or consolidation

shall be effected. When such merger or consolidation has been effected:

(a) Such surviving or consolidated religious corporation shall

thereafter, consistently with its certificate of incorporation as

altered or established by the merger or consolidation, possess all the

rights, privileges, immunities, powers and purposes of each of the

constituent religious corporations.

(b) All the property, real and personal, including causes of action

and every other asset of each of the constituent religious corporations,

shall vest in such surviving or consolidated religious corporation

without further act or deed. Except as the court may otherwise direct,

as provided in section 8-1.1 of the Estates, Powers and Trusts Law, any

disposition made in the Will of a person dying domiciled in this state

or in any other instrument executed under the laws of this state, taking

effect after such consolidation, to or for any of the constituent

religious corporations shall inure to the benefit of the surviving or

consolidated religious corporation. So far as is necessary for that

purpose, or for the purpose of a like result with respect to a

disposition governed by the law of any other jurisdiction, the existence

of each constituent religious corporation shall be deemed to continue in

and through the surviving or consolidated religious corporation.

(c) The surviving or consolidated religious corporation shall assume

and be liable for all the liabilities, obligations and penalties of each

of the constituent religious corporations. No liability or obligation

due or to become due, claim or demand for any cause existing against any

such corporation, or any member, officer or trustee thereof, shall be

released or impaired by such merger or consolidation. No action or

proceeding, whether civil or criminal, then pending by or against any

such constituent corporation, or any member, officer or trustee thereof,

shall abate or be discontinued by such merger or consolidation, but may

be enforced, prosecuted, settled or comprised as if such merger or

consolidation had not occurred, or such surviving or consolidated

corporation may be substituted in such action or special proceeding in

place of any constituent corporation.

(d) In the case of a merger, the certificate of incorporation of the

surviving corporation shall be automatically amended to the extent, if

any, that changes in its certificate of incorporation are set forth in

the plan of merger; and, in the case of a consolidation, the statements

set forth in the certificate of consolidation and which are required or

permitted to be set forth in a certificate of incorporation of a

religious corporation formed under this section shall be its certificate

of incorporation.

11. Such consolidated or merged synod shall have all the powers and

responsibilities conferred upon synods by the constitution and form of

government of the Presbyterian Church (U.S.A.) or the Evangelical

Lutheran Church in America.

12. This section shall apply to consolidation or merger of

incorporated foreign and domestic presbyteries as described in section

fifteen-a of this chapter.

13. Such consolidated or merged synod may, at a meeting thereof, duly

held, determine that its board of trustees and its mission council be

merged into a unicameral board which shall be known as the synod mission

council, and that the membership of such unicameral board consist of not

less than fifteen members but shall not be restricted as to the maximum

number of members.

Property of extinct churches. Such incorporated governing body

may decide that a church, parish or society in connection with it or

over which it has ecclesiastical jurisdiction, has become extinct, if it

has failed for two consecutive years next prior thereto, to maintain

religious service according to the discipline, customs and usages of

such governing body, or has had less than thirteen resident attending

members paying annual pew rent, or making annual contributions towards

its support, or in case of a United Methodist church, if such action

have the consent of the presiding bishop and of a majority of the

district superintendents of the annual conference and of the district

board of church location and building of the district in which the

action is contemplated, or in case of a parish of the Protestant

Episcopal Church, if such parish has ceased for two consecutive years

next prior thereto, to have a sufficient number of men qualified to

elect or to serve as wardens and vestrymen therein, and may take

possession of the temporalities and property belonging to such church,

parish or religious society, and manage the same; or may, in pursuance

of the provisions of law relating to the disposition of real property by

religious corporations, sell or dispose of the same and apply the

proceeds thereof to any of the purposes to which the property of such

governing religious body is devoted, and it shall not divert such

property to any other object. And for the purpose of obtaining a record

title to the land and the church edifice, or other buildings thereon, by

such incorporated governing body, the surviving trustee or trustees of

said extinct church, or if there be no surviving trustee then a

surviving member of said extinct church, may, without a consideration

being paid therefor by such incorporated governing body, convey to it

said land and church edifice, or other buildings thereon, subject,

however, to an order of the supreme or county court based upon a

petition reciting that said church has become extinct; the names of its

surviving trustee or trustees, and the names of its members, who must

have given their consent to the making of said conveyance. Upon the

recital of said facts in said petition the court shall have jurisdiction

to grant an order allowing said conveyance to be made without a

consideration; and should there be no surviving members, as well as no

surviving trustees of said extinct church, said petition may be made by

an officer of such incorporated governing body, in which event the

court, upon a recital of said fact, shall have jurisdiction to appoint a

suitable person as trustee for the purpose of making said conveyance.

And in case of a Reformed Church of America, Dutch Reformed Church, or

Reformed Dutch Church in the United States of America or the United

Reformed Dutch and Lutheran Church of America or a parish of the

Protestant Episcopal Church, a Universalist Church or Society, an

incorporated United Methodist Church, or an incorporated church of the

United Church of Christ, or an incorporated Congregational Christian

Church, should either of such surviving members or such surviving

trustee of said extinct church refuse to act and sign said petition

after request by an officer of said governing body of said last-named

churches personally made by such officer, then said petition may be made

by an officer of such incorporated governing body and in that event the

court shall have jurisdiction and may appoint a suitable person as

trustee for the purpose of making said conveyance. And in the case of

said last-named Reformed churches, or of a parish of the Protestant

Episcopal Church, a Universalist Church or Society, an incorporated

United Methodist Church, or of an incorporated church of the United

Church of Christ or of an incorporated Congregational Christian Church,

the trustees of any such extinct church, the treasurer thereof or any

person acting in either of said capacities may be required to show cause

before the supreme court at a special term thereof held in the judicial

district in which said church shall be located why they should not be

required to give an account of all moneys and property of said church

which they shall have in their hands or under their control and in case

of their failure to show such causes they be required to account before

said court for all the properties and moneys of the said church which

shall be in their hands or under their control, and after the payment of

all the claims against such church, if any, and the expenses of such

proceeding, if it shall further appear that none of such property in the

hands of said persons is required for the further support or maintenance

of said church, said money and proceeds thereof shall be directed to be

paid and turned over to said governing religious body to apply to the

purposes to which the property of such governing body is devoted. An

application or such order to show cause shall be made by a verified

petition, which petition may be made by said governing body of said

church or any officer thereof. Where a proceeding is instituted under

this section for the sale of the real property of an extinct religious

corporation, a compliance with paragraphs five, six, seven and eight of

section five hundred eleven of the not-for-profit corporation law shall

be unnecessary, and such proceedings shall be in all respects valid

without a compliance with said subdivisions. Any gift, legacy, devise,

annuity, or other benefit to a United Methodist Church that accrues or

becomes available after said church has become extinct shall be and

become the property of the trustees of the annual conference within

whose jurisdiction the said extinct church was located. Any gift,

legacy, devise, annuity or other benefit to a Universalist Church or

Society that accrues or becomes available after said church or society

has become extinct shall be and become the property of the New York

State Convention of Universalists, as the governing religious body of

every active, extinct or disbanded Universalist church or society within

the bounds of the State of New York. The New York Conference of the

United Church of Christ, Inc. shall be deemed the governing religious

body of every extinct or disbanded church of the United Church of Christ

and of any extinct or disbanded Congregational Christian Church which is

a member of the New York Conference of the United Church of Christ, Inc.

within the meaning of this section. The provisions of this section shall

not apply to any Presbyterian church in connection with the General

Assembly of the Presbyterian Church (U.S.A.).

Property of extinct Free Baptist churches. The property both

real and personal, belonging to or held in trust for any Free Baptist

church, or Free Baptist religious society organized under the laws of

the state of New York, that has become, or shall become extinct, shall

vest in and become the property of the Central association existing

under the laws of the state of New York, and its successors and assigns;

provided that this section shall not affect the reversionary interests

of any person in such property, nor the interests of any incorporated

association; and any Free Baptist church or Free Baptist religious

society becoming extinct or about to disband or disorganize may, by a

vote of two-thirds of its members present and voting therefor at a

meeting regularly called for that purpose assign, transfer, grant and

convey all its temporalities to and place the same in the possession of

the Central association existing under the laws of the state of New

York.

A Free Baptist church or Free Baptist religious society which has

failed for two consecutive years next prior thereto to maintain

religious services according to the custom and usages of Free Baptist

churches, or has less than thirteen resident attending members, paying

annual pew rental or making annual contributions towards its support,

may be declared extinct in the following manner, viz.: Upon such notice

as the court may prescribe, and upon application made by petition,

stating fully the facts in the case, and on evidence being furnished

that the said Free Baptist church or Free Baptist religious society has

ceased to hold religious services in and use said property for religious

worship or service for a term of two years previous to such application,

the supreme court, at a term thereof held in the judicial district where

such property is situated, may grant an order declaring such church or

society extinct, and thereon direct that all its temporalities shall be

transferred to, and thereupon shall be taken possession of by the

Central association of the state of New York, or directing that the same

be sold in the manner directed by said order, and that the proceeds

thereof, after the payment of the debts of such church or society, be

paid over to the Central association of the state of New York. All

property and proceeds from the sale of property so transferred to said

association shall be used and applied for the purposes for which said

Central association of the state of New York was organized and shall not

be directed to any other purpose.

The First Free Will Baptist church of the city of New York, located in

the borough of Manhattan, shall in no way be amenable to the provisions

of this section.

Property of extinct Seventh Day Baptist churches and Seventh

Day Baptist religious societies. 1. All property, both personal and

real, belonging to or held in trust for any Seventh Day Baptist church

or any Seventh Day Baptist religious society that has or shall become

extinct shall vest in and become the property of the Seventh Day Baptist

missionary society and its successors and assigns; provided that this

section shall not affect the reversionary interest of any person or

corporation in said property or any valid lien thereon.

2. Any Seventh Day Baptist church or any Seventh Day Baptist religious

society in this state which has ceased or failed, or which shall cease

or fail, to maintain religious worship or services, or to use its

property for religious worship or services, according to the tenets,

usages and customs of Seventh Day Baptist churches which are members of

the Seventh Day Baptist general conference, for the space of two

consecutive years immediately prior to application to the supreme court

of the state for an order dissolving said church or society as herein

provided, or whose membership has so diminished or shall so diminish in

numbers or in financial strength as to render it impossible or

impracticable for such church or society to maintain religious worship

or services or to protect its property from exposure to waste or

dilapidation, or to fulfill the purpose for which it was incorporated,

shall be deemed and taken to be extinct, and may, by order of the

supreme court of the state, be so declared and thereupon dissolved, and

the property of such church or society may, by said order, be

transferred to, and the title and possession thereof vested in, said

Seventh Day Baptist missionary society.

3. An application for such an order and disposition of property may be

made by any member, trustee, or officer of said Seventh Day Baptist

missionary society, or any member of such church or society, when duly

authorized thereto by the board of trustees of said Seventh Day Baptist

missionary society, upon a verified petition setting forth the facts

authorizing such order and disposition of property. Upon the

presentation of such petition to the supreme court of the state, such

court may proceed in a summary manner after such notice as the court may

prescribe, to inquire into the merits of such application, and if, upon

examination by the court, it shall satisfactorily appear that the making

of the order and the disposition of property applied for is necessary

and proper, for any of the causes mentioned in subdivision two of this

section, such court shall make a final order declaring such church or

society extinct and dissolving the same and transferring any property

and the title and possession thereof, which may belong to such church or

society, to and vesting the same in said Seventh Day Baptist missionary

society, it being the purpose and intent of this section to preserve to

the Seventh Day Baptist denomination all property owned by or held in

trust for any such church or society for religious purposes.

Property of extinct Presbyterian churches in connection with

the General Assembly of the Presbyterian Church (U.S.A.). Whenever the

presbytery having jurisdiction over a particular church in connection

with the General Assembly of the Presbyterian Church (U.S.A.) dissolves

or declares extinct the particular church, upon petition by the

presbytery to the supreme or county court and upon satisfactory proof of

the facts leading to said dissolution, the court shall have jurisdiction

to grant an order to the effect that all property of whatever kind which

may have belonged to, or have been held by, said church shall vest in

the presbytery of jurisdiction in as full and ample a manner as the same

shall theretofore have been vested in the church so declared to be

dissolved and extinct. The stated clerk of the presbytery of

jurisdiction shall record in the office of the county clerk, in which

the church is located, a certified copy of the resolution of the

presbytery declaring such church extinct and the court order

transferring the title of the church property; and the recording of such

a resolution and court order shall be proof of the vesting of the title

of the real property of such church in the presbytery of jurisdiction.

Property of Lutheran congregations. 1. Congregations of the

Lutheran Church in America. The synod having jurisdiction over a

particular congregation of the Lutheran Church in America, may declare

defunct any congregation, belonging to the synod, which has disbanded,

or has ceased or failed to maintain religious worship or services

according to the tenets and usages of the Lutheran Church, or whose

membership has so diminished in numbers as to render it impossible or

impracticable for such congregation to fulfill the purposes for which it

was organized or to protect its property from waste and deterioration,

or having departed from membership in the Lutheran Church in America,

without the consent of a convention of the synod.

Whenever the synod having jurisdiction over a particular congregation

of the Lutheran Church in America, declares defunct the particular

congregation, upon petition to the supreme court, and upon satisfactory

proof of the facts leading to said declaration, the court shall have

jurisdiction to grant an order to the effect that all property of

whatever kind which may have belonged to, or having been held by, said

congregation shall vest in the synod of jurisdiction in as full and

ample a manner as the same shall theretofore, have been vested in the

congregation so declared defunct.

The secretary of the synod of jurisdiction shall record in the office

of the county clerk, in which the congregation is located, a certified

copy of the resolution of the synod, declaring such congregation defunct

and the court order transferring the title of the congregation's

property; and the recording of such resolution and court order shall be

proof of the vesting of the title of the real property of such

congregation in the synod of jurisdiction.

2. Congregations of the Evangelical Lutheran Church in America. (a)

The relationship between a congregation of the Evangelical Lutheran

church in America and the church may be terminated in one of the

following ways:

(i) The congregation takes action to dissolve;

(ii) The congregation ceases to exist;

(iii) The membership of the congregation becomes so scattered or

diminished in numbers as to make it impracticable for such congregation

to fulfill the purposes for which it was organized. In such case, the

synod in order to protect the property from waste and deterioration,

through the synod council or trustees appointed by it, may take charge

and control of the property of the congregation to hold, manage, and

convey the same on behalf of the synod. The congregation shall have the

right to appeal the decision to the synod assembly;

(iv) The congregation is no longer recognized by the church under the

disciplinary provisions of the Evangelical Lutheran Church in America;

or

(v) The congregation terminates its relationship according to the

procedure outlined in paragraph (b) of this subdivision.

(b) A congregation may terminate its relationship with the church by

the following procedure:

(i) A resolution indicating desire to terminate its relationship must

be adopted at a legally called and conducted special meeting of the

congregation by a two-thirds majority of the voting members present;

(ii) The secretary of the congregation shall submit a copy of the

resolution to the synodical bishop and shall mail a copy of the

resolution to voting members of the congregation. This notice shall be

submitted within ten days after the resolution has been adopted;

(iii) The bishop of the synod shall consult with the congregation

during a period of at least ninety days;

(iv) If the congregation, after consultation, still desires to

terminate its relationship, such action may be taken at a legally called

and conducted special meeting of the congregation by a two-thirds

majority of the voting members present, at which meeting the synodical

bishop or an authorized representative shall be present. Notice of the

meeting shall be mailed to all voting members at least ten days in

advance of the meeting;

(v) A certified copy of the resolution to terminate its relationship

shall be sent to the synodical bishop, at which time the relationship

between the congregation and this church shall be terminated;

(vi) Notice of termination shall be forwarded by the synodical bishop

to the secretary of the church and published in the periodical of the

church; and

(vii) Congregations which had been members of the Lutheran Church in

America shall be required, in addition to the foregoing provisions, to

receive synodical approval before terminating their membership in the

church.

(c) Subject to the provisions of the governing documents of

congregations recognized at the establishment of the Evangelical

Lutheran Church in America, the following shall govern the ownership of

property by congregations of the Evangelical Lutheran Church in America:

(i) Title to property shall reside in the congregation. The

congregation may dispose of its property as it determines, subject to

any self-accepted indebtedness or other self-accepted restrictions;

(ii) Title to the undisposed property of a congregation that ceases to

exist by virtue of subparagraph (i), (ii) or (iii) of paragraph (a) of

this subdivision, shall pass to the synod of this church to which the

congregation is related;

(iii) Title to the property of a congregation that is no longer

recognized by this church as a result of discipline shall continue to

reside in the congregation;

(iv) Title to the property of a congregation that has acted to

terminate its relationship with this church by the provisions of

paragraph (b) of this subdivision and to relate to another Lutheran

church body shall continue to reside in the congregation; and

(v) Title to the property of a congregation that has acted to

terminate its relationship with this church by the provisions of

paragraph (b) of this subdivision and to become independent or to relate

to a non-Lutheran church body shall continue to reside in the

congregation only with the consent of the Synod Council. The Synod

Council, after consultation with the congregation by an established

synodical process, may give approval to the request to become

independent or to relate to a non-Lutheran church body, in which case

title shall remain with the majority of the congregation. If the Synod

Council fails to give such approval, title shall remain with those

members who desire to continue as a congregation of this church.

Dissolution of religious corporations. Whenever any religious

corporation shall cease to act in its corporate capacity and keep up the

religious services; it shall be lawful for the supreme court of this

state, upon the application of a majority of the trustees thereof, in

case said court shall deem it proper so to do, to order and decree a

dissolution of such religious corporation, and for that purpose to order

and direct a sale and conveyance of any and all property belonging to

such corporation, and after providing for the ascertaining and payment

of the debts of such corporation, and the necessary costs and expenses

of such sale and proceedings for dissolution, so far as the proceeds of

such sale shall be sufficient to pay the same; such court may order and

direct any surplus of such proceeds remaining after paying such debts,

costs and expenses, to be devoted and applied to any such religious,

benevolent, or charitable objects or purposes as the said trustees may

indicate by their petition and the said court may approve.

Such application to said court shall be made by petition, duly

verified by said trustees, which petition shall state the particular

reason or causes why such sale and dissolution are sought; the

situation, condition and estimated value of the property of said

corporation, and the particular object or purposes to which it is

proposed to devote any surplus of the proceeds of such property; and

such petition shall, in all cases, be accompanied with proof that notice

of the time and place of such intended application to said court, has

been duly published once in each week for at least four weeks

successively, next preceding such application, in a newspaper published

in the county where such corporation is located.

In case there shall be no trustees of such religious corporation

residing in the county in which such corporation is located, such

application may be made, and such proceedings taken, by a majority of

the members of such religious corporation residing in such county.

In case such corporation is under the jurisdiction of an incorporated

ecclesiastical governing body such application may be made and such

proceedings taken by such incorporated ecclesiastical governing body,

provided the trustees or other officers or surviving members of the

local church shall refuse to act after request has been duly made by the

governing body, and in such case the proceeds shall be turned over to

said governing body.

Corporations for organizing and maintaining mission churches and

Sunday schools. Ten or more members of two or more incorporated churches

may become a corporation for the purpose of organizing and maintaining

mission churches and Sunday schools, and of acquiring property therefor,

by executing a certificate stating the name of such corporation, the

city in which its principal office or church or school is or is intended

to be located; the number of trustees to manage its affairs, which shall

be three, six or nine, and the names of the trustees for the first year

of its existence, which certificate shall be acknowledged or proved and

filed as hereinbefore provided. Whenever a mission church established

by such corporation becomes self-sustaining, such mission church may

become incorporated and shall be governed under the provisions of this

chapter for the incorporation and government of a church of the

religious denomination to which such mission church belongs, and thereon

such parent corporation may convey to such incorporated church the

property connected therewith.

Corporations for acquiring parsonages for district

superintendents and camp-meeting grounds. The district superintendent

and a majority of the district stewards residing within a district

erected by an annual conference of The United Methodist Church, may

become incorporated for the purposes of acquiring, maintaining and

improving real property to be used either as a parsonage for the

district superintendent of such district or as a camp ground for

camp-meeting purposes, or for both of such objects by executing,

acknowledging and filing a certificate stating the name and object of

the corporation to be formed, the name of such annual conference, and of

such district, the names, residences and official relations to such

district of the signers thereof, the number of trustees of such

corporation, which shall be three or some multiple of three not more

than twenty-one, the names of such trustees, designating one-third to

hold office for three years, one-third to hold office for two years, and

one-third to hold office for one year. On filing such certificate the

district superintendent and all the stewards of such district by virtue

of their respective offices, shall be a corporation by the name and for

the purposes therein stated, and the persons therein named shall be the

first trustees thereof. The district superintendent and stewards of any

other adjoining districts, in this or any other state, may become

members of any such corporation, at the time of its formation or any

time thereafter, with the consent of such corporation, which has for its

sole object, or for one of its objects, the acquiring, maintaining and

improving of real property as a camp ground for camp-meeting purposes,

if such district superintendent and a majority of such stewards sign,

acknowledge and cause to be filed in the office of the secretary of

state, a certificate stating such object, the name of such adjoining

district, and the names, residences and official relations to such

district of the signers thereof, with the consent of the original

corporation indorsed thereon.

If such a corporation, which has for its sole object or one of its

objects, the acquisition and maintenance of camp grounds for

camp-meeting purposes, is composed of the district superintendent and

the district stewards of more than one district, the number of such

trustees shall be apportioned equally, as near as may be, between the

different districts, and the district superintendent and district

stewards of such district shall elect the number of trustees so

apportioned to such district, and the remainder, if any, over an equal

division of the trustees, shall be elected by all the members of the

corporation.

A person holding property in trust for the purposes of a parsonage for

the district superintendent of a district, and his successors in office,

or for camp-meeting purposes, for The United Methodist Church, may

convey the same to a corporation formed for the purpose of acquiring

such property within the district in which the property is situated.

Meetings held under the direction of such a corporation upon camp

grounds owned by it shall be deemed religious meetings, within the

provisions of law relating to disturbances of religious meetings.

Whenever such a corporation or any camp ground association owns land

bordering upon any navigable waters, to be used for camp-meeting

purposes only, such corporation or association may regulate or prohibit

the landing of persons or vessels at the wharves, piers or shores upon

such grounds during the holding of religious service thereon.

If the trustees of any such corporation heretofore incorporated have

not been classified, so that the terms of office of one-third of their

number expire each year, the trustees of such corporation shall be

elected annually by the members thereof; but if the trustees of any such

corporation have been so classified, one-third of the total number of

trustees shall be elected annually to hold office for three years. Such

a corporation heretofore incorporated may, by a majority vote, at an

annual meeting, or at a special meeting duly called therefor, determine

to change the number of its trustees to three, or some multiple thereof,

not more than twenty-one. On such determination a majority of the

trustees shall sign, acknowledge and file in the offices where the

original certificate of such corporation is filed, a supplemental

certificate, specifying such reduction or increase; and thereon the

number of trustees shall be the number stated in such certificate. If

the number of trustees is increased, the corporation shall elect, at its

next annual meeting, a sufficient number of trustees to hold office for

one, two and three years, respectively, so that the terms of office of

one-third of the whole number of trustees of such corporation shall

expire at each annual meeting thereafter. If the number is reduced, the

corporation shall thereafter elect at its annual meetings one-third of

the number of trustees specified in such supplemental certificate, but

the trustees in office when such certificate is filed shall continue in

office until the expiration of their terms, respectively.

Corporations for acquiring camp-meeting grounds for the Reformed

Methodist denomination. The visiting elder of a visiting elder's

district, erected by an annual conference of the Reformed Methodist

denomination, and three members or more in good and regular standing of

three or more churches of such denomination, may become incorporated for

the purposes of acquiring, maintaining and improving real property, to

be used as a camp ground for camp-meeting purposes, by executing,

acknowledging and filing a certificate stating the name and object of

the corporation to be formed, the name of such annual conference, and of

such visiting elder's district, the names, residences and particular

church membership of the signers thereof, the number of trustees of such

corporation, which shall be three, or some multiple of three, not more

than twenty-one, the names of such trustees, designating one-third to

hold office for three years, one-third to hold office for two years, and

one-third to hold office for one year. On filing such certificate, the

visiting elder and the trustees named therein, and their successors in

office, shall be a corporation by the name and for the purposes therein

stated. A person holding property in trust for camp-meeting purposes for

the Reformed Methodist denomination, may convey the same to a

corporation formed for the purpose of acquiring such property within the

visiting elder's district where the property is situated. Meetings held

under the direction of such a corporation upon camp grounds owned by it,

shall be deemed religious meetings within the religious law, relating to

the disturbance of religious meetings. Whenever such a corporation, or

any camp ground association of the Reformed Methodist denomination, owns

land bordering upon any navigable waters to be used for camp-meeting

purposes only, such corporation or association may regulate or prohibit

the landing of persons or vessels at the wharves, piers or shores upon

such grounds during the holding of religious services thereon.

Corporations for acquiring lands for parsonage or camp-meeting

purposes for the Free Methodist denomination. The district elder and a

majority of the stewards residing in the district elder's district,

elected by an annual conference of the Free Methodist Church

denomination, may become incorporated, for the purpose of acquiring,

maintaining and improving real property, to be used for the purpose of a

district elder's parsonage or for camp-meeting purposes, or for both

such purposes, by acknowledging and filing a certificate, stating the

name and object of the corporation, the name of such annual conference,

and of such district elder's district, the names, residences and

official relations to such district of the signers thereof, the number

of trustees of said incorporation, which shall be three, or some

multiple of three, not to exceed twelve, the names of such trustees,

designating one-third to hold office for three years, one-third to hold

office for two years and one-third to hold office for one year.

On filing such certificate, the district elder and all the stewards of

such district, by virtue of their respective offices, shall be a

corporation by the name, and for the purposes therein stated, and the

persons therein named as trustees shall be the first trustees thereof.

A person holding property in trust for the purpose of a parsonage for

the district elder of the district, or for camp meeting purposes, and

his successors in office, for the Free Methodist church denomination,

may convey the same to a corporation organized for this purpose of

acquiring property within the district in which such property is

situated.

Meetings held under the direction of such corporation, upon camp

grounds owned by such corporation, shall be deemed to be religious

meetings, within the provisions of the law relating to the disturbance

of religious meetings.

When such corporation or camp ground association owns land bordering

on any navigable waters to be used for camp meeting purposes only, such

corporation or association may regulate or prohibit the landing of

persons or vessels at the wharves, piers or shores upon such ground

during the holding of religious services thereon.

Establishing and maintaining a home for aged poor. An

incorporated church or congregation in this state, either by itself or

in conjunction with other incorporated churches or congregations, shall

have power to establish and maintain by its or their trustees or other

officers, as part of its or their regular church and charitable work, a

home for the aged poor of its or their membership or congregation and

may take and hold as joint tenants, tenants in common or otherwise, by

conveyance, donation, bequest or devise, real and personal property for

such purpose, and may purchase or erect suitable buildings therefor. Any

such church or congregation, either by itself or in conjunction with

other incorporated churches or congregations may take and hold any

grant, donation, bequest or devise of real or personal property

heretofore made, upon trust, and apply the same or the income thereof

under the direction of the trustees or other officers having charge of

the temporalities of such church, or churches, or congregation, or

congregations, for the purpose of establishing or maintaining such a

home, and for the erection, preservation, repair or extension of any

buildings for such purpose, upon such terms and conditions and subject

to such conditions, limitations and restrictions as shall be contained

in the deed, will or other instrument or conveyance by which the

property is given, transferred or conveyed.

Powers of churches created by special laws. If a church be

incorporated by special law, it and its trustees shall have, in addition

to the powers conferred on it by such law, all the powers and privileges

conferred on incorporated churches and the trustees thereof respectively

by the provisions of this article, and also all the powers and

privileges conferred by this chapter on churches of the same

denomination or of the like character, and on the trustees thereof

respectively.

Government of churches incorporated prior to January first,

eighteen hundred and twenty-eight. Any provision of this chapter shall

not be deemed to apply to any church incorporated under any general or

special law, prior to January first, eighteen hundred and twenty-eight,

if such provision is inconsistent with or in derogation of any of the

rights and privileges of such corporation as they existed under the law

by or pursuant to which such corporation was formed, unless such

corporation subsequent to such date, shall have lawfully reincorporated

under a law enacted since the first day of January, eighteen hundred and

twenty-eight, or unless the trustees of such corporation shall, by

resolution, determine that the provisions of this chapter applying to

churches of the same denomination and to the trustees thereof shall

apply to such church, and unless such resolution shall be submitted to

the next ensuing annual meeting of such church, and ratified by a

majority of the votes of the qualified voters present and voting

thereon. Notice of the adoption of such resolution and of the proposed

submission thereof for ratification, shall be given with the notice of

such annual meeting, and in addition thereto, mailed to each member of

such church corporation at his last known post-office address, at least

two weeks prior to such annual meeting, and published once a week for

two successive weeks immediately preceding such meeting in a newspaper,

if any, published in the city, village or town in which the principal

place of worship of such corporation is located, and otherwise in a

newspaper published in an adjoining town. If such resolution is so

ratified, the trustees of such church shall cause a certificate setting

forth a copy of such resolution, its adoption by the board of trustees

and its due ratification by the members of such corporation, to be filed

in the office of the clerk of the county in which the principal place of

worship of such corporation is located. Such county clerk shall cause

such certificate to be recorded in the book in which certificates of

incorporation of religious corporations are recorded in pursuance of

law.

Pastoral relation. No provision of this chapter authorizes the

calling, settlement, dismissal or removal of a minister, or the fixing

or changing of his salary, and a meeting of a church corporation for any

such purpose shall be called, held, moderated, conducted, governed and

notice of such meeting given and person to preside thereat ascertained

and the qualification of voters thereat determined, not as required by

any provision of this chapter but only according to the aforesaid laws

and regulations, practice, discipline, rules and usages of the religious

denomination or ecclesiastical governing body, if any, with which the

church corporation is connected.

Worship. No provision of this chapter authorizes the fixing or

changing of the times, nature or order of public or social or other

worship of any church, in any other manner or by any other authority

than in the manner and by the authority provided in the laws,

regulations, practice, discipline, rules and usages of the religious

denomination or ecclesiastical governing body, if any, with which the

church corporation is connected.

Reservation as to Baptist churches, churches of the United

Church of Christ and Congregational Christian churches. Sections

twenty-five and twenty-six are not applicable to a Baptist church, a

church of the United Church of Christ, a Congregational Christian church

or to any other religious corporation having a congregational form of

government.

Electronic meetings. Notwithstanding any provision of law,

certificate of incorporation or by-laws to the contrary, if the board of

trustees of a religious corporation is authorized to determine the place

of trustee meetings, corporate meetings, congregant or membership

meetings, the board of trustees may, in its sole discretion, determine

that the meeting shall be held partially or solely by means of

electronic communication. In the case of a meeting held solely by

electronic communication, the electronic service and/or platform through

which the meeting is held shall be the place of the meeting for purposes

of this chapter. Meetings conducted partially or solely by means of

electronic communications in reliance upon this section and any

individual's electronic participation in such meetings shall be subject

to those guidelines and procedures as the board of trustees adopts.

Meeting for incorporation. Notice of a meeting for the purpose

of incorporating an unincorporated Protestant Episcopal parish or

congregation, and of electing the first churchwardens and vestrymen

thereof, shall specify the object, time and place of such meeting, and

shall be made public for at least two weeks prior to such meeting,

either by open reading of such notice in time of divine service, at the

usual place of worship of such parish or congregation, or by posting the

same conspiciously on the outer door of such place of worship. Only

persons of full age who have been regular attendants at the worship of

such parish or congregation and contributors to the support thereof for

one year next prior to such meeting, or since the establishment of such

parish or congregation, shall be qualified to vote at such meeting. The

presence of at least six persons qualified to vote thereat shall be

necessary to constitute a quorum of such meeting. The action of the

meeting upon any matter or question shall be decided by a majority of

the qualified voters voting thereon, a quorum being present. The

officiating minister, or if there be none, or he shall be necessarily

absent, any other person qualified to vote at the meeting, who is called

to the chair, shall preside thereat. Such presiding officer shall

receive the votes, be the judge of the qualifications of voters, and

declare the result of the votes cast at such meeting. The polls of the

meeting shall remain open for one hour or longer, in the discretion of

the presiding officer, or if required by a vote of the majority of the

voters present. The meeting shall decide whether such unincorporated

parish or congregation shall become incorporated. If such decision be in

favor of incorporation, such meeting shall decide upon the name of the

proposed corporation; what day, either a Sunday or a secular day, shall

be the date of the regular annual election; whether the vestrymen

thereof shall be three, six, nine, twelve, fifteen, eighteen, twenty-one

or twenty-four; and shall elect by ballot from the persons qualified to

be voters thereat, who have been baptized, one-third of the number of

vestrymen so decided upon to hold office until the first annual election

to be held thereafter, one-third of such number, to hold office until

one year after such annual election, and one-third of such number to

hold office until two years after such annual election; and shall elect

from such qualified voters who are communicants in the Protestant

Episcopal church, two persons to be churchwardens thereof, one to hold

office until such annual election, and one to hold office until one year

after such annual election.

Certificate of incorporation. If such meeting shall decide in

favor of incorporation and comply with the next preceding section, the

presiding officer of such meeting and at least two other persons present

and voting thereat, shall execute and acknowledge a certificate of

incorporation setting forth:

1. The fact of the calling and holding of such meeting;

2. The name of the corporation as decided upon thereat;

3. The county, and the town, city or village, in which its principal

place of worship is, or is intended to be located;

4. The day, either on Sunday or a secular day, upon which the annual

election shall be held;

5. The number of vestrymen decided upon at such meeting;

6. The names of the vestrymen elected at such meeting and the term of

office of each;

7. The names of the churchwardens elected at such meeting and the term

of office of each.

Such certificate, when accompanied by a certificate of the bishop of

the diocese within which the principal place of worship of the proposed

corporation is, or is intended to be located, to the effect that he

consents to the incorporation of such church, shall be filed in the

office of the clerk of the county specified in the certificate of

incorporation; but in case the see be vacant, or the bishop be absent or

unable to act, the consent of the standing committee, with their

certificate of the vacancy of the see or of the absence or disability of

the bishop, shall suffice.

On filing such certificate in the office of the clerk of the county so

specified therein the churchwardens and vestrymen so elected and their

successors in office, together with the rector, when there is one, shall

form a vestry and shall be the trustees of such church or congregation;

and they and their successors shall thereupon, by virtue of this

chapter, be a body corporate by the name or title expressed in such

certificate, and shall have power, from time to time to adopt by-laws

for its government. Such corporation shall be an incorporated church,

and may be termed also an incorporated parish.

Corporate trustees, vestry; powers and duties thereof. No

meeting of the vestry or trustees of any incorporated Protestant

Episcopal parish or church shall be held unless either all the members

thereof are present, or three days' notice thereof shall be given to

each member thereof, by the rector in writing either personally or by

mail, or, if there be no rector or he be incapable of acting, by one of

the churchwardens; except that twenty-four hours' notice of the first

meeting of the vestry or trustees after an annual election shall be

sufficient, provided such meeting be held within three days after the

election. In the event of the rector of a parish or church refusing or

neglecting to call a meeting of the vestry or trustees of any

incorporated Protestant Episcopal church, on the written request of

two-thirds of all the wardens and vestrymen of the parish, the clerk of

the vestry shall call a meeting of the same by giving at least fifteen

days' written notice to be served on each member of the vestry

personally; if personal service cannot be had, then upon such member by

mailing the notice to his last known place of residence. To constitute

a quorum of the vestry or board of trustees, there must be present

either:

1. The rector and at least a majority of the whole number of wardens

and vestrymen, or

2. One churchwarden and one more than a majority of the vestrymen or

both churchwardens and a majority of the vestrymen, or

3. If the rector be absent from the diocese and shall have been so

absent for over four calendar months, or if the meeting be called by the

rector and he be absent therefrom or be incapable of acting, one

churchwarden and a majority of the vestrymen, or both churchwardens and

one less than a majority of the vestrymen. But if there be a rector of

the parish, no measure shall be taken, in his absence, in any case, for

effecting the sale or disposition of the real property of the

corporation, nor for the sale or disposition of the capital or principal

of the personal property of the corporation, nor shall any act be done

which shall impair the rights of such rector. The presiding officer of

the vestry or trustees shall be the rector, or if there be none, or he

be absent, the churchwarden who shall be called to the chair by a

majority of the votes, if both the churchwardens be present; or the

churchwarden present, if but one be present. At each meeting of the

vestry or trustees each member thereof shall be entitled to one vote.

The vestry shall have power to fill a vacancy occurring in the office of

a churchwarden or vestryman by death, resignation or otherwise than by

expiration of term, until the next annual election, at which, if such

vacancy would continue thereafter, it shall be filled for the remainder

of the unexpired term. If vacancies exist in the offices of

churchwardens or vestrymen in such number that a quorum of the vestry or

board of trustees is not in office at any time, the rector shall

forthwith call a special election for the filling of such vacancies. If

there be no rector, the churchwarden longest in office shall call such

special election. Notice of such special election shall be read by the

rector, or if there be none, or he be absent, by the officiating

minister or by one of the churchwardens, on the Sunday next preceding

such election, in the time of divine service. If for any reason the

usual place of worship of the parish be not open for divine service on

such Sunday such notice shall be posted conspicuously on the outer door

of the place of worship for one week next preceding the election. Such

notice shall conform to that required for an annual election. The

provisions of section forty-three of this chapter relating to annual

elections shall apply to such special election, except as inconsistent

herewith. Such vacancies shall be filled at such election for the

remainder of the unexpired terms. The vestry may, subject to the canons

of the Protestant Episcopal church in the United States, and of the

diocese in which the parish or church is situated, by a majority vote,

elect a rector to fill a vacancy occurring in the rector-ship of the

parish, and may fix the salary or compensation of the rector.

Additional powers of the corporate trustees and vestry.

Notwithstanding and in addition to the provisions of section five of

this chapter, and subject always to the trust in which all real and

personal property is held for the Protestant Episcopal Church and the

Diocese thereof in which the parish, mission or congregation is located,

the vestry or trustees of any incorporated Protestant Episcopal parish

or church, the trustees of every incorporated governing body of the

Protestant Episcopal Church and each diocese are authorized to

administer the temporalities and property, real and personal, belonging

to the corporation, for the support and maintenance of the corporation

and, provided it is in accordance with the discipline, rules and usages

of the Protestant Episcopal Church and with the provisions of law

relating thereto, for the support and maintenance of other religious,

charitable, benevolent or educational objects whether or not conducted

by the corporation or in connection with it or with the Protestant

Episcopal Church.

Annual election and special meetings of incorporated Protestant

Episcopal parishes. 1. The annual election of a Protestant Episcopal

parish, hereafter incorporated, shall be held on the day, either a

Sunday or a secular day, designated in its certificate of incorporation.

2. The annual election of an incorporated Protestant Episcopal parish

or church heretofore incorporated shall be held on the day fixed for

such annual election, by or in pursuance of law, or if no such date be

so fixed, then on such day, either a Sunday or a secular day, as may be

determined by vote of the vestry.

3. Special meetings of any Protestant Episcopal parish or church

heretofore or hereafter incorporated may be held on any Sunday or

secular day fixed by the vestry.

4. Notice of such annual election or special meeting shall be read by

the rector of the parish, or if there be none, or he be absent, by the

officiating minister or by a church warden thereof, on each of the two

Sundays next preceding such election or special meeting, in the time of

divine service, or if, for any reason, the usual place of worship of the

parish be not open for divine service, the notice shall be posted

conspicuously on the outer door of the place of worship for two weeks

next preceding the election or special meeting. Such notice shall

specify the place, day and hour of holding the election or special

meeting. The notice of the annual election shall also specify the number

and terms of office of each church warden and the vestrymen whose terms

of office shall then expire, or whose office shall then be vacant for

any cause, and the office for which each such officer is to be then

elected. The notice of a special meeting shall specify the matter or

question to be brought before such meeting and no matter or question not

specified in such notice shall be acted on at such meeting.

5. The presiding officer of such annual or special meeting shall be

the rector of the parish, if there be one, or if there be none, or he be

absent, one of the church wardens elected for the purpose by a majority

of the duly qualified voters present, or if no church warden be present,

a vestryman elected in like manner. Such presiding officer shall be the

judge of the qualifications of the voters; shall receive the votes cast;

and shall declare the result of the votes cast. The presiding officer of

such annual or special meeting shall enter the proceedings of the

meeting in the book of the minutes of the vestry, sign his name thereto,

and offer the same to as many qualified voters present as he shall think

fit, to be also signed by them.

6. Persons of full age belonging to the parish, who have been baptized

and are regular attendants at its worship and contributors to its

support for at least twelve months prior to such election or special

meeting or since the establishment of such parish, shall be qualified

voters at any such election or special meeting. Whenever so permitted

by the canons of the diocese, persons of less than full age, but of the

age of eighteen years or more, and having like qualifications except as

to age, may vote at the annual elections and special meetings of any

parish of such diocese, whenever such parish shall so determine in the

manner provided in said section forty-six.

7. The action of an annual or special meeting upon any matter or

question shall be decided by a majority of the qualified voters voting

thereon. The polls of an election shall continue open for one hour and

longer, in the discretion of the presiding officer, or if required by a

vote of a majority of the qualified voters present and voting. The

church wardens and vestrymen shall be elected by ballot from persons

qualified to vote at such election, and no person shall be eligible for

election as church-warden, unless that person be also a confirmed

communicant in the Protestant Episcopal church, nor be eligible for

election as vestryman, unless that person shall have been baptized.

Whenever so permitted by the canons of the diocese persons of less than

full age but of the age of eighteen years or more and having like

qualifications except as to age, shall be eligible for election as

church warden or vestryman in any parish, whenever such parish shall so

determine in the manner provided in said section forty-six.

8. At each annual election of an incorporated Protestant Episcopal

parish hereafter incorporated, one church warden shall be elected to

hold office for two years; and one-third of the total number of

vestrymen of the parish shall be elected to hold office for three years.

9. At each annual election of an incorporated Protestant Episcopal

parish or church heretofore incorporated, two church wardens and the

total number of its vestrymen shall be elected to hold office for one

year thereafter, unless the term of office of but one church warden or

of but one-third of its vestrymen shall then expire, in which case one

church warden shall be elected to hold office for two years, and

one-third of the total number of its vestrymen shall be elected to hold

office for three years.

10. Each church warden and vestryman shall hold office after the

expiration of his term until his successor shall be chosen.

Changing the number of vestrymen of Protestant Episcopal

parishes hereafter incorporated. If the vestry of a Protestant Episcopal

parish, hereafter incorporated, shall, by resolution, recommend that the

number of vestrymen of such parish be changed to either three, six,

nine, twelve, fifteen, eighteen, twenty-one or twenty-four vestrymen,

notice of such recommendation shall be included in the notice of the

next annual election of such parish, or in the notice of a special

meeting to be held not less than six months before the time fixed for

holding the next annual election thereafter, and be submitted to such

annual or special meeting. If such recommendation be ratified by such

meeting, the presiding officer thereof, and at least two qualified

voters present thereat, shall execute and acknowledge a certificate

setting forth such resolution of the vestry, the fact that notice

thereof had been given with the notice of such annual election, or with

the notice of such special meeting as the case may be; that the meeting

had ratified the same; and the number of vestrymen so decided on. Such

certificate shall be filed in the office of the clerk of the county in

which the original certificate of incorporation is filed and recorded,

and such change in the number of vestrymen shall take effect at the time

of the next annual election thereafter. If the number of vestrymen be

thereby increased, then, in addition to the number of vestrymen to be

elected at such annual election, one-third of such increased number of

vestrymen shall be elected to hold office for one year thereafter,

one-third of such increased number shall be elected to hold office for

two years thereafter, and one-third of such increased number shall be

elected to hold office for three years thereafter. If the number of

vestrymen by such change be reduced, such reduction shall not affect the

term of office of any vestryman duly elected, and at such next annual

election and at each annual election thereafter, one-third of such

reduced number of vestrymen shall be elected to hold office for three

years.

Changing date of annual election, number and terms of office of

vestrymen and terms of office of churchwardens in Protestant Episcopal

churches heretofore incorporated. If the vestry of a Protestant

Episcopal parish, heretofore incorporated, shall by resolution,

recommend that the date of the annual election be changed to another

day, either a Sunday or a secular day, or that the number of vestrymen

be changed to three, six, nine, twelve, fifteen, eighteen, twenty-one or

twenty-four, and that the terms of office of the churchwardens be

changed so that one warden shall be elected annually, notice of such

recommendation shall be included in the notice of the next annual

election of such parish, or in the notice of a special meeting to be

held not less than six months before the time fixed for holding the next

annual election thereafter, and be submitted to such annual or special

meeting. If such recommendation be ratified by such meeting, the

presiding officer thereof and at least two qualified voters present

thereat, shall execute and acknowledge a certificate setting forth such

resolution of the vestry; the fact that notice thereof had been given

with the notice of the annual election, or with the notice of the

special meeting, as the case may be; that such meeting had ratified the

same; the date determined upon for the annual election of the parish;

the number of vestrymen so decided on; and the fact that the meeting

determined to thereafter elect churchwardens, so that the term of one

warden shall expire annually. Such certificate shall be filed in the

office of the clerk of the county in which the original certificate of

incorporation is filed and recorded. If the meeting determine to change

the date of the annual election, the next annual election shall be held

on the day determined on at such meeting, and the terms of the vestrymen

and churchwardens which, pursuant to law, would expire at the next

annual election shall expire and their successors shall be elected on

such day. If the meeting determine to change the number of vestrymen and

manner of electing wardens and vestrymen, there shall be elected at the

first annual election thereafter, one-third of the number of vestrymen

so determined on, to hold office for three years; one-third thereof to

hold office for two years; and one-third thereof to hold office for one

year; and one churchwarden to hold office for one year, and one to hold

for two years; and thereafter at the annual election there shall be

elected one-third of the number of vestrymen determined on at such

meeting and one churchwarden. Any Protestant Episcopal parish,

heretofore incorporated, which has changed the number of its vestrymen

and the manner of electing wardens and vestrymen pursuant to the

provisions of this section, may make further changes in the number of

its vestrymen in the manner provided in section forty-four of this

chapter.

Changing the qualifications of voters and the qualifications of

wardens and vestrymen. If the vestry of a Protestant Episcopal parish

heretofore incorporated shall by resolution recommend that the

qualifications of voters and the qualifications of wardens and vestrymen

be changed to conform in both cases to the requirements of section

forty-three of this chapter, notice of such recommendation shall be

included in the notice of the next annual election of such parish, and

be submitted to the meeting. If such recommendation be ratified by such

meeting the presiding officer thereof and at least two qualified voters

present thereat shall execute and acknowledge a certificate setting

forth such resolution of the vestry, the fact that notice thereof had

been given with the notice of such annual election, and that the meeting

had ratified the same. Such certificate shall be filed in the office of

the clerk of the county in which the original certificate of

incorporation is filed and recorded.

Free churches in communion with the Protestant Episcopal church.

Whenever the trustees of any free church in communion with the

Protestant Episcopal church heretofore or hereafter organized under the

provisions of article nine of this act shall desire to change the

management of its affairs and the form of government of the corporation

by substituting a vestry in place of such trustees, such change may be

made in the following manner: The trustees of any free church having

first obtained the written consent of the ecclesiastical authority of

the diocese to such change may by an affirmative vote of not less than

two-thirds determine by resolution reciting the consent of such

ecclesiastical authority and duly recorded in the minutes of such church

to change the management of its affairs by substituting a vestry in

place of such trustees to manage the affairs of such corporation and

free church with the same powers, duties and privileges as are now

possessed and exercised by churchwardens and vestrymen in churches of

the Protestant Episcopal church organized under this article, but

subject to the provisions of section one hundred and eighty-three of

this chapter and for the purposes set forth in the certificate of

incorporation of such free church and for no other purposes; such

resolution shall fix the day, either a Sunday or a secular day, upon

which the annual election shall be held, the number to constitute such

vestry which shall be two churchwardens and either three, six, nine,

twelve, fifteen, eighteen, twenty-one or twenty-four vestrymen as may be

determined, and shall also designate the persons to be such

churchwardens, and vestrymen, to act until the annual election, and

copies of such resolution, together with a statement of the vote of the

trustees adopting the same certified under the seal of the corporation

and verified by the president and secretary thereof, shall be filed in

the office of the secretary of state and also in the office of the clerk

of the county in which such church or corporation is located. Upon and

after the filing of such certificate, the churchwardens and vestrymen

named in said resolution and their successors in office, together with

the rector when there shall thereafter be one, shall form the vestry and

shall be the vestry and shall constitute the corporation; and at the

first annual election the churchwardens and vestrymen shall be divided

into classes and their respective terms of office fixed and shall be

elected by the persons qualified to vote for the churchwardens and

vestrymen in churches or congregations of the Protestant Episcopal

church and the provisions of this article shall govern such election and

all future elections and all acts of such vestry, subject to the

provisions of section one hundred and eighty-three of this chapter.

Legacies. Any devise or bequest of real or personal property to

an unincorporated parish, mission, congregation, chapel or religious

society under the jurisdiction of or in communion with the Protestant

Episcopal Church, for the purposes of such gift, may be taken, held and

administered for the benefit of such devisee or legatee by the diocesan

corporation of the diocese in which such devisee or legatee is situate,

and such diocesan corporation shall have the power, subject to the

provisions of article five of the not-for-profit corporation law and of

section twelve of this chapter, to lease, improve, mortgage, sell,

convey and transfer any property so held.

Eligibility of certain minors as lay delegates and to vote and

hold office. Whenever the constitution or canons of a diocese of the

Protestant Episcopal church in the state of New York so permits, persons

of less than full age but of the age of eighteen years or more shall be

eligible to serve as lay delegates to and to vote at any convention of

the diocese, when duly chosen by the parish or mission and shall also be

eligible for election to or appointment to any lay office of the

diocese.

Application for incorporation. An unincorporated Apostolic

Episcopal Church, or a congregation acknowledging the historic apostolic

eastern confession and order in this state, may apply to the bishop who

is the ecclesiastical administrator of Metropolitan Synod Apostolic

Episcopal Church for permission and sanction to incorporate such church.

When such permission aforesaid has been obtained in writing over the

signature and seal of such bishop, such church may become an

incorporated church by executing, acknowledging and filing a certificate

of incorporation as hereinafter provided.

Any religious order, biblical seminary for the preparation of

candidates for the ministry, leading to ordination and the granting of

credentials of ecclesiastical degrees of orders in sacred theology, or

religious society established for evangelical efforts or the relief of

the poor and needy, which is intended to be an auxiliary organization of

the Apostolic Episcopal Church, where a chapel for the conduct of

worship is provided, shall be deemed a congregation to all intents and

purposes, and may be incorporated in the manner prescribed in this

article as a congregation of the Apostolic Episcopal Church.

Notice of meeting for incorporation. Notice of a meeting for the

purpose of incorporating an unincorporated Apostolic Episcopal Church,

or congregation acknowledging the apostolic eastern confession and

order, shall be given as follows:

1. The notice shall be in writing and shall state in substance that a

meeting of such unincorporated church or congregation will be held at

its usual place of worship at a specific day and hour, for the purpose

of incorporating such church or congregation, electing laymen trustees

thereof and selecting a corporate name therefor.

2. The notice shall also state that the bishop who is the

ecclesiastical administrator aforesaid has given sanction and permission

in writing to proceed with the incorporation of such church.

3. The notice must be signed by at least six persons of full age, who

are baptised, have statedly worshipped with such church or congregation

and have regularly contributed to its support, according to its usages,

for at least one year or since it was formed.

4. A copy of such notice shall be publicly read at a regular meeting

of such unincorporated church for public worship, on the two successive

Sundays immediately preceding the meeting, by the minister in charge of

such church, or by any one of the persons qualified to sign such notice.

Provisions governing meetings for incorporation. 1. At the

meeting for incorporation, held in pursuance of such notice, the

qualified voters, until otherwise decided as hereinafter provided, shall

be all persons of full age who have statedly worshipped with such church

and have regularly contributed to its support, according to its usages,

for at least one year or since it was formed.

2. At such meeting the presence of a majority of such qualified

voters, at least six in number, shall be necessary to constitute a

quorum, and all matters or questions shall be decided by a majority of

the qualified voters voting thereon.

3. The meeting shall be called to order by one of the signers of the

call. There shall be elected at such meeting from the qualified voters

then present, a presiding officer, a clerk to keep the record of the

proceedings of the meeting and two inspectors of election to receive the

ballots cast. The presiding officer and the inspectors shall decide the

result of the ballots cast on any matter and shall be the judges of the

qualifications of the voters.

4. If the meeting shall decide that such unincorporated church or

congregation shall become incorporated, the meeting shall also decide

upon the name of the proposed corporation, the number of laymen trustees

thereof, which shall be three, six or nine, and the date, not more than

fifteen months thereafter, on which the first annual election of the

laymen trustees shall be held; and it may, by a two-thirds vote, decide

that all members of the unincorporated church, of full age, in good and

regular standing, who have statedly worshipped with such church, but who

have not contributed to the financial support thereof, shall also be

qualified voters at such meeting; and that such church members, who for

one year next preceding any subsequent corporate meeting, shall have

statedly worshipped with such church and have been members thereof in

good and regular standing, but have not regularly contributed to the

financial support thereof, shall be qualified voters at such corporate

meetings.

5. Such meeting shall thereupon elect by ballot from the persons

qualified to vote thereat one-third of the number of the laymen trustees

so decided on, who shall hold office until the first annual election of

laymen trustees thereof, one-third of the number of such laymen trustees

who shall hold office until the second annual election of trustees

thereafter, and one-third of such number of laymen trustees who shall

hold office until the third annual election of trustees thereafter, or

until the respective successors of such laymen trustees shall be

elected.

6. Such meeting shall also elect by ballot a clerk of the corporation,

who shall hold office until the close of the next annual meeting.

7. Such meeting shall also designate by a vote by ballot two of the

laymen trustees so elected, who shall be wardens of the church, whose

terms of office as wardens shall be one year or until their respective

successors are elected from among the remaining laymen trustees.

Resolution to be adopted at incorporation meeting. At such

meeting held for the incorporation of such parish, church or

congregation as an Apostolic Episcopal Church, by whatever corporate

name said church shall take, the following resolution shall be passed by

a majority of the qualified voters of such meeting, to wit:

"Resolved, that whereas, it has been decided by a majority vote to

incorporate said church under the name of (here give the corporate name

by which such church is to be known) as a congregation of the Apostolic

Episcopal Church and under the spiritual jurisdiction of metropolitan

synod of such denomination; we likewise, by a majority vote of the duly

qualified voters at this meeting, held for the incorporation of said

church, now decide that the clergymen trustees of this said church shall

be the bishop who is the ecclesiastical administrator, the vicar-general

and the chancellor of the aforesaid metropolitan synod and the rector or

vicar of this church, and their successors in office, shall by virtue of

their offices, be the clergymen trustees of this church, which said four

officers together with the ............ laymen trustees elected at this

incorporation meeting, shall constitute the trustees thereof. Said

clergymen trustees' term of office shall continue until their successors

in said office are elected by the Metropolitan Synod Apostolic Episcopal

Church, and said laymen trustees term of office shall be that fixed by

statute."

Certificate of incorporation. 1. If the meeting shall decide

that such unincorporated church shall become an incorporated church or

congregation of the Apostolic Episcopal Church, a certificate of

incorporation therefor shall be executed and acknowledged by the bishop

who is the ecclesiastical administrator, the vicar-general and the

chancellor of Metropolitan Synod Apostolic Episcopal Church, the rector

or vicar of the church or congregation and by the laymen trustees that

have been elected, and by the clerk of the corporation, and the said

certificate of incorporation shall contain the following:

(a) The name of the proposed corporation;

(b) The number of laymen trustees thereof, the names of the persons

elected as laymen trustees, the terms of office for which they were

respectively elected as laymen trustees;

(c) An exact copy of the resolution which provides for the clerical

trustees by virtue of their offices;

(d) The county and town, city or village in which the principal place

of worship is or is intended to be located.

2. On filing such certificate in the office of the county clerk of the

county in which such church is or is intended to be located, such church

shall be a corporation by the name stated in the certificate, and the

persons therein stated to be elected clerical and laymen trustees of

such church shall be the trustees therefor for their respective terms

and until their successors are elected.

Annual and special corporate meetings. 1. The annual corporate

meeting of every church or congregation incorporated under this article

shall be held at the time and place fixed by its by-laws, or if no time

and place is so fixed, then at a time and place to be fixed by its

trustees, but to be changed only by a by-law adopted at an annual

meeting; or if not otherwise fixed, such annual corporate meeting shall

be held on the date said certificate of incorporation was executed,

unless the same fall due on a Sunday or legal holiday in any year, in

which case said annual corporate meeting shall be held the day

following.

2. A special corporate meeting of any such church may be called by the

trustees thereof, on their own motion, and shall be called on the

written request of at least ten qualified voters of such church.

3. The trustees shall cause notice of the time and place of its annual

corporate meeting, and the names of any trustees whose successors are to

be elected thereat, and if a special meeting, of the business to be

transacted thereat, to be publicly read by the minister of such church

or any of the trustees thereof at a regular meeting of the church for

public worship, on the two successive Sundays immediately preceding such

meeting.

4. The annual corporate meeting shall be governed with respect to its

organization and election of laymen trustees, clerk of the corporation

and qualifications of voters (except with respect to age qualifications

of voters as provided in section four-a) by the same provisions as set

forth in this article for the incorporation of said church, except, that

the duly ordained and regularly appointed rector or vicar shall preside,

or if there be a vacancy in such office, one of the wardens shall

preside, the congregation in such case voting by ballot for its

presiding officer.

5. The same provisions shall apply to a special corporate meeting.

6. At the annual corporate meeting the trustees shall cause to be

prepared and read thereat a budget giving the approximate amount of

money needed for the maintenance of worship, the administration of the

temporal affairs of the church and for the care of the property, and

such other regular and special items as shall be brought to the

attention of the meeting, which budget shall be discussed and decided

upon, ratified or amended by the said meeting by majority vote, with

ample provision made to raise such funds by whatever usages the church

shall elect.

7. In the event that a quorum shall not be present at any annual

corporate meeting and no election of officers shall be accordingly had

thereat, the rector, vicar, or minister in charge of the church or

congregation is authorized to and shall call a special meeting (which

may be referred to as an adjourned annual corporate meeting) at a time

and place to be fixed by him. Notice of such meeting shall be given in

the same manner as provided for any special meeting. If such special

meeting be not called by such rector, vicar or minister within two weeks

following the date for such annual meeting, the bishop is authorized to

and shall call such special meeting and notice thereof shall be given in

like manner. The election of officers and any other business required or

scheduled to have been had or conducted at the annual corporate meeting

may be had and conducted at such special meeting. In the event that a

quorum shall not be present at such special meeting and no election of

officers shall be accordingly had thereat, the rector, vicar or minister

in charge of the church or congregation, with the approval of the

bishop, not more than sixty days thereafter, is authorized to and shall

appoint the laymen trustees, wardens and other lay officers to the

offices not filled by election at such annual corporate meeting or such

special meeting, and they shall hold office as such until the next

succeeding annual meeting. If such rector, vicar or minister shall fail

to make such appointments, the bishop is authorized to and shall make

such appointments, with like force and effect.

Changing date of annual corporate meetings. An annual corporate

meeting of an incorporated church to which this article is applicable

may, by a majority vote of the duly qualified voters at such meeting,

change the date of its annual meeting thereafter. If such date as so

changed shall next thereafter occur less than six months after the

annual meeting at which such change is made the next annual meeting

shall be held one year from such next recurring date. For the purpose of

determining the terms of office of trustees, the period of time elapsing

between the date of the annual meeting at which such change is made and

the next annual meeting thereafter shall be reckoned as one year.

Changing number of laymen trustees. An incorporated church to

which this article is applicable may, by a majority vote of the duly

qualified voters at an annual corporate meeting, change the number of

its laymen trustees to three, six or nine, and classify them so that the

terms of one-third of such number so changed expire each year. No such

change shall affect the terms of the laymen trustees then in office, and

if the change reduces the number of laymen trustees, it shall not take

effect until the number of laymen trustees whose terms of office

continue for one or more years after an annual election of trustees, is

less than the number determined upon. Whenever the number of laymen

trustees so holding over is less than the number so determined,

sufficient laymen trustees shall be elected, in addition to those so

holding over, to make the number of laymen trustees for the ensuing year

equal to the number so determined. The laymen trustees so elected up to

and including one-third of the number so determined shall hold office

for a term of three years, the remainder up to and including one-third

of the number so determined, for two years and the remainder, for one

year.

Meetings of trustees. Meetings of the trustees of such

incorporated church shall be called by giving at least three days'

notice thereof in writing, served personally or by mail to all the

trustees, unless, by a regularly adopted standing resolution a fixed

date for such meeting is the approved order, in which case a written

notice may be dispensed with. To duly constitute such regular or special

meeting of the trustees for the transaction of business, at any meeting

lawfully convened, there shall be present a majority of the laymen

trustees, the rector or vicar of the church, the clerk of the

corporation and either the bishop who is the ecclesiastical

administrator, the vicar-general or the chancellor of the Metropolitan

Synod Apostolic Episcopal Church. But if the church has no rector or

vicar, at least one of the trustees who is a warden must be present. If

either the bishop, vicar-general or the chancellor cannot be present,

the bishop who is the ecclesiastical administrator may send his proxy to

one of the laymen trustees. No act or procedure other than regular

routine matters in regard to the administration of the temporal affairs

of the church and for the care of the property of the corporation, as

included in the budget items, shall be valid without the sanction of the

bishop and ecclesiastical administrator of the synod or diocese to which

the church belongs; nor shall the trustees, without the consent of the

corporate meeting incur debts for items not provided in the adopted

budget. Trustees of such incorporated church shall have no power to

call, settle or remove a minister or to fix his salary; or to fix,

change the time, nature or order of the public or social worship, rites

and religious observances of such church which are or shall be

established by the governing ecclesiastical body.

Vacancies among trustees. If any trustee of any such

incorporated church declines to act, resigns or dies, or ceases to be a

qualified voter at a corporate meeting thereof, his office shall be

vacant; and such vacancy may be filled by the remaining trustees until

the next annual corporate meeting of such church; at which meeting the

vacancy shall be filled for the unexpired term.

Rector; vicar; ministers; their appointment, removal and

compensation. The rector or vicar or other ministers of any such church,

by whatever title they are called in ecclesiastical language, shall be

called, settled or removed and their salaries fixed, only by the vote of

a majority of the members of such corporation duly qualified to vote at

elections present and voting at a meeting of such corporation

specifically called for that purpose, subject to the consent of the

bishop who is the ecclesiastical administrator of Metropolitan Synod

Apostolic Episcopal Church, given in writing. A rector or vicar or other

minister so called, with the sanction of the bishop in writing, shall be

deemed settled definitely in such church, when he has accepted such call

in writing. Unless there is sufficient cause to terminate the

relationship of such clergyman and such church such relationship shall

be deemed permanent and governed entirely by the rules and usages of the

Apostolic Episcopal Church, subject to the bishop and metropolitan

synod.

Additional qualifications of voters at annual and special

corporate meetings. Duly qualified voters at any annual or special

corporate meeting of any such incorporated church shall be baptised

persons, who have been admitted to the full communion relations of such

church according to its usages, and who are qualified in the other

respects prescribed by this article.

Transfer of property of extinct parishes and churches. The

Metropolitan Synod Apostolic Episcopal Church may decide that a parish

or church in connection with it or over which it has ecclesiastical

jurisdiction, and to which this article is applicable, has become

extinct, if it has failed for two consecutive years next prior thereto,

to maintain religious services according to the discipline, customs and

usages of such synod, or has had less than ten resident attending

members making annual or regular contributions towards its support, and

may take possession of the temporalities and property belonging to such

church or parish and manage the same; or may, in pursuance of the

provisions of this chapter relating to the disposition of real property,

sell or dispose of the same and apply the proceeds thereof to any of the

purposes to which the property of such synod is devoted, and it shall

not divert such property to any other object. For the purpose of

obtaining a record title to the land and the church edifice, or other

buildings thereon, by such synod, the surviving trustee or trustees of

said extinct church or if there be no surviving trustee, then a

surviving member of said extinct church, may, without a consideration

being paid therefor by such synod, convey to it said land and church

edifice, or other buildings thereon, subject, however, to an order of

the supreme or county court based upon a petition reciting that said

church has become extinct; the name of its surviving trustee or

trustees; and the names of its members (who must have given their

consent to the making of said conveyance). Upon the recital of said

facts in said petition, the court shall have jurisdiction to grant an

order allowing said conveyance to be made without a consideration; and

should there be no surviving members, as well as no surviving trustee of

said extinct church, said petition may be made by an officer of said

synod, in which event the court, upon the recital of said fact, shall

have jurisdiction to appoint a suitable person as trustee for the

purpose of making said conveyance.

Application for incorporation. An unincorporated congregation

of the Holy Orthodox Church in America, or a congregation acknowledging

the historic apostolic eastern confession and order in this state, may

apply to the archbishop who is the ecclestiastical administrator of

Metropolitan Synod, Holy Orthodox Church in America for permission and

sanction to incorporate such church. When such permission aforesaid has

been obtained in writing over the signature and seal of such archbishop,

such church may become an incorporated church by executing,

acknowledging and filing a certificate of incorporation as hereinafter

provided.

Any religious order, biblical seminary for the preparation of

candidates for the ministry, leading to ordination and the granting of

credentials of ecclesiastical degrees of orders in sacred theology, or

religious society established for evangelical efforts or the relief of

the poor and needy, which is intended to be an auxiliary organization of

the Holy Orthodox Church in America, where a chapel for the conduct of

worship is provided, shall be deemed a congregation to all intents and

purposes, and may be incorporated in the manner prescribed in this

article as a congregation of the Holy Orthodox Church in America.

Notice of meeting for incorporation. Notice of a meeting for

the purpose of incorporating an unincorporated Holy Orthodox Church in

America, parish or congregation acknowledging the apostolic eastern

confession and order, shall be given as follows:

1. The notice shall be in writing and shall state in substance that a

meeting of such unincorporated church or congregation will be held at

its usual place of worship at a specific day and hour, for the purpose

of incorporating such church or congregation, electing laymen trustees

thereof and selecting a corporate name therefor.

2. The notice shall also state that the archbishop who is the

ecclesiastical administrator aforesaid has given sanction and permission

in writing to proceed with the incorporation of such church.

3. The notice must be signed by at least six persons of full age, who

are baptised, have statedly worshipped with such church or congregation

and have regularly contributed to its support, according to its usages,

for at least one year or since it was formed.

4. A copy of such notice shall be publicly read at a regular meeting

of such unincorporated church for public worship, on the two successive

Sundays immediately preceding the meeting, by the minister in charge of

such church, or by any one of the persons qualified to sign such notice.

Provisions governing meetings for incorporation. 1. At the

meeting for incorporation, held in pursuance of such notice, the

qualified voters, until otherwise decided as hereinafter provided, shall

be all persons of full age who have statedly worshipped with such church

and have regularly contributed to its support, according to its usages,

for at least one year or since it was formed.

2. At such meeting the presence of a majority of such qualified

voters, at least six in number, shall be necessary to constitute a

quorum, and all matters or questions shall be decided by a majority of

the qualified voters voting thereon.

3. The meeting shall be called to order by one of the signers of the

call. There shall be elected at such meeting from the qualified voters

then present, a presiding officer, a clerk to keep the record of the

proceedings of the meeting and two inspectors of election to receive the

ballots cast. The presiding officer and the inspectors shall decide the

result of the ballots cast on any matter and shall be the judges of the

qualifications of the voters.

4. If the meeting shall decide that such unincorporated church or

congregation shall become incorporated, the meeting shall also decide

upon the name of the proposed corporation, the number of laymen trustees

thereof, which shall be three, six or nine, and the date, not more than

fifteen months thereafter, on which the first annual election of the

laymen trustees shall be held; and it may, by a two-thirds vote, decide

that all members of the unincorporated church, of full age, in good and

regular standing, who have statedly worshipped with such church, but who

have not contributed to the financial support thereof, shall also be

qualified voters at such meeting; and that such church members, who for

one year next preceding any subsequent corporate meeting, shall have

statedly worshipped with such church and have been members thereof in

good and regular standing, but have not regularly contributed to the

financial support thereof, shall be qualified voters at such corporate

meeting.

5. Such meeting shall thereupon elect by ballot from the persons

qualified to vote thereat one-third of the number of the laymen trustees

so decided on, who shall hold office until the first annual election of

laymen trustees thereof, one-third of the number of such laymen trustees

who shall hold office until the second annual election of trustees

thereafter, and one-third of such number of laymen trustees who shall

hold office until the third annual election of trustees thereafter, or

until the respective successors of such laymen trustees shall be

elected.

6. Such meeting shall also elect by ballot a clerk of the corporation,

who shall hold office until the close of the next annual meeting.

7. Such meeting shall also designate by a vote by ballot two of the

laymen trustees so elected, who shall be wardens of the church, whose

terms of office as wardens shall be one year or until their respective

successors are elected from among the remaining laymen trustees.

Resolution to be adopted at incorporation meeting. At such

meeting held for the incorporation of such parish, church or

congregation as of the Holy Orthodox Church in America, by whatever

corporate name said church shall take, the following resolution shall be

passed by a majority of the qualified voters of such meeting, to wit:

"Resolved, that whereas, it has been decided by a majority vote to

incorporate said church under the name of (here give the corporate name

by which such church is to be known) as a congregation of the Holy

Orthodox Church in America and under the spiritual jurisdiction of

Metropolitan Synod of such denomination; we likewise, by a majority vote

of the duly qualified voters at this meeting, held for the incorporation

of said church, now decide that the clergymen trustees of this said

church shall be the archbishop who is the ecclesiastical administrator,

the vicar-general and the chancellor of the aforesaid metropolitan synod

and the rector or vicar of this church, and their successors in office,

shall by virtue of their offices, be the clergymen trustees of this

church, which said four officers together with the ................

laymen trustees elected at this incorporation meeting, shall constitute

the trustees thereof. Said clergymen trustees' term of office shall

continue until their successors in said office are elected by the

Metropolitan Synod Holy Orthodox Church in America, and said laymen

trustees term of office shall be that fixed by statute. "

Certificate of incorporation. 1. If the meeting shall decide

that such unincorporated church shall become an incorporated church or

congregation of the Holy Orthodox Church in America, a certificate of

incorporation therefor shall be executed and acknowledged by the

archbishop who is the ecclesiastical administrator, the vicar-general

and the chancellor of Metropolitan Synod Holy Orthodox Church in

America, the rector or vicar of the church or congregation and by the

laymen trustees that have been elected, and by the clerk of the

corporation, and the said certificate of incorporation shall contain the

following:

(a) The name of the proposed corporation;

(b) The number of laymen trustees thereof, the names of the persons

elected as laymen trustees, the terms of office for which they were

respectively elected as laymen trustees;

(c) An exact copy of the resolution which provides for the clerical

trustees by virtue of their offices;

(d) The county and town, city or village in which the principal place

of worship is or is intended to be located.

2. On filing such certificate in the office of the county clerk of the

county in which such church is or is intended to be located, such church

shall be a corporation by the name stated in the certificate, and the

persons therein stated to be elected clerical and laymen trustees of

such church shall be the trustees therefor for their respective terms

and until their successors are elected.

Annual and special corporate meetings. 1. The annual

corporate meeting of every church or congregation incorporated under

this article shall be held at the time and place fixed by its by-laws,

or if no time and place is so fixed, then at a time and place to be

fixed by its trustees, but to be changed only by a by-law adopted at an

annual meeting; or if not otherwise fixed, such annual corporate meeting

shall be held on the date said certificate of incorporation was

executed, unless the same fall due on a Sunday or legal holiday in any

year, in which case said annual corporate meeting shall be held the day

following.

2. A special corporate meeting of any such church may be called by the

trustees thereof, on their own motion, and shall be called on the

written request of at least ten qualified voters of such church.

3. The trustees shall cause notice of the time and place of its annual

corporate meeting, and the names of any trustees whose successors are to

be elected thereat, and if a special meeting, of the business to be

transacted thereat, to be publicly read by the minister of such church

or any of the trustees thereof at a regular meeting of the church for

public worship, on the two successive Sundays immediately preceding such

meeting.

4. The annual corporate meeting shall be governed with respect to its

organization and election of laymen trustees, clerk of the corporation

and qualifications of voters (except with respect to age qualifications

of voters as provided in section four-a) by the same provisions as set

forth in this article for the incorporation of said church, except, that

the duly ordained and regularly appointed rector or vicar shall preside,

or if there be a vacancy in such office, one of the wardens shall

preside, the congregation in such case voting by ballot for its

presiding officer.

5. The same provisions shall apply to a special corporate meeting.

6. At the annual corporate meeting the trustees shall cause to be

prepared and read thereat a budget giving the approximate amount of

money needed for the maintenance of worship, the administration of the

temporal affairs of the church and for the care of the property, and

such other regular and special items as shall be brought to the

attention of the meeting, which budget shall be discussed and decided

upon, ratified or amended by the said meeting by majority vote, with

ample provision made to raise such funds by whatever usages the church

shall elect.

Changing date of annual corporate meetings. An annual

corporate meeting of an incorporated church to which this article is

applicable may, by a majority vote of the duly qualified voters at such

meeting, change the date of its annual meeting thereafter. If such date

as so changed shall next thereafter occur less than six months after the

annual meeting at which such change is made the next annual meeting

shall be held one year from such next recurring date. For the purpose of

determining the terms of office of trustees, the period of time elapsing

between the date of the annual meeting at which such change is made and

the next annual meeting thereafter shall be reckoned as one year.

Changing number of laymen trustees. An incorporated church to

which this article is applicable may, by a majority vote of the duly

qualified voters at an annual corporate meeting, change the number of

its laymen trustees to three, six or nine, and classify them so that the

terms of one-third of such number so changed expire each year. No such

change shall affect the terms of the laymen trustees then in office, and

if the change reduces the number of laymen trustees, it shall not take

effect until the number of laymen trustees whose terms of office

continue for one or more years after an annual election of trustees, is

less than the number determined upon. Whenever the number of laymen

trustees so holding over is less than the number so determined,

sufficient laymen trustees shall be elected, in addition to those so

holding over, to make the number of laymen trustees for the ensuing year

equal to the number so determined. The laymen trustees so elected up to

and including one-third of the number so determined shall hold office

for a term of three years, the remainder up to and including one-third

of the number so determined, for two years and the remainder, for one

year.

Meetings of trustees. Meetings of the trustees of such

incorporated church shall be called by giving at least three days'

notice thereof in writing, served personally or by mail to all of the

trustees, unless, by a regularly adopted standing resolution a fixed

date for such meeting is the approved order, in which case a written

notice may be dispensed with. To duly constitute such regular or special

meeting of the trustees for the transaction of business, at any meeting

lawfully convened, there shall be present a majority of the laymen

trustees, the rector or vicar of the church, the clerk of the

corporation and either the archbishop who is the ecclesiastical

administrator, the vicar-general or the chancellor of the Metropolitan

Synod Holy Orthodox Church of America. But if the church has no rector

or vicar, at least one of the trustees who is a warden must be present.

If either the archbishop, vicar-general or the chancellor cannot be

present, the archbishop who is the ecclesiastical administrator may send

his proxy to one of the laymen trustees. No act or procedure other than

regular routine matters in regard to the administration of the temporal

affairs of the church and for the care of the property of the

corporation, as included in the budget items, shall be valid without the

sanction of the archbishop and ecclesiastical administrator of the synod

or diocese to which the church belongs; nor shall the trustees, without

the consent of the corporate meeting incur debts for items not provided

in the adopted budget. Trustees of such incorporated church shall have

no power to call, settle or remove a minister or to fix his salary; or

to fix, change the time, nature or order of the public or social

worship, rites and religious observances of such church which are or

shall be established by the governing ecclesiastical body.

Vacancies among trustees. If any trustee of any such

incorporated church declines to act, resigns or dies, or ceases to be a

qualified voter at a corporate meeting thereof, his office shall be

vacant; and such vacancy may be filled by the remaining trustees until

the next annual corporate meeting of such church; at which meeting the

vacancy shall be filled for the unexpired term.

Rector; vicar; ministers; their appointment, removal and

compensation. The rector or vicar or other ministers of any such church,

by whatever title they are called in ecclesiastical language, shall be

called, settled or removed and their salaries fixed, only by the vote of

a majority of the members of such corporation duly qualified to vote at

elections present and voting at a meeting of such corporation

specifically called for that purpose, subject to the consent of the

archbishop who is the ecclesiastical administrator of Metropolitan Synod

Holy Orthodox Church in America, given in writing. A rector or vicar or

other minister so called, with the sanction of the archbishop in

writing, shall be deemed settled definitely in such church, when he has

accepted such call in writing. Unless there is sufficient cause to

terminate the relationship of such clergyman and such church such

relationship shall be deemed permanent and governed entirely by the

rules and usages of the Holy Orthodox Church in America, subject to the

archbishop and Metropolitan Synod.

Additional qualifications of voters at annual and special

corporate meetings. Duly qualified voters at any annual or special

corporate meeting of any such incorporated church shall be baptised

persons, who have been admitted to the full communion relations of such

church according to its usages, and who are qualified in the other

respects prescribed by this article.

Transfer of property of extinct parishes and churches. The

Metropolitan Synod Holy Orthodox Church in America may decide that a

parish or church in connection with it or over which it has

ecclesiastical jurisdiction, and to which this article is applicable,

has become extinct, if it has failed for two consecutive years next

prior thereto, to maintain religious services according to the

discipline, customs and usages of such synod, or has had less than ten

resident attending members making annual or regular contributions

towards its support, and may take possession of the temporalities and

property belonging to such church or parish and manage the same; or may,

in pursuance of the provisions of this chapter relating to the

disposition of real property, sell or dispose of the same and apply the

proceeds thereof to any of the purposes to which the property of such

synod is devoted, and it shall not divert such property to any other

object. For the purpose of obtaining a record title to the land and the

church edifice, or other buildings thereon, by such synod, the surviving

trustee or trustees of said extinct church or if there be no surviving

trustee, then a surviving member of said extinct church, may, without a

consideration being paid therefor by such synod, convey to it said land

and church edifice, or other buildings thereon, subject, however, to an

order of the supreme or county court based upon a petition reciting that

said church has become extinct; the name of its surviving trustee or

trustees; and the names of its members (who must have given their

consent to the making of said conveyance). Upon the recital of said

facts in said petition, the court shall have jurisdiction to grant an

order allowing said conveyance to be made without a consideration; and

should there be no surviving members, as well as no surviving trustee of

said extinct church, said petition may be made by an officer of said

synod, in which event the court, upon the recital of said fact, shall

have jurisdiction to appoint a suitable person as trustee for the

purpose of making said conveyance.

Application for incorporation. An unincorporated congregation

of the Holy Orthodox Church in America, or a congregation acknowledging

the historic apostolic eastern confession and order in this state, may

apply to the ecclesiastical administrator of American Patriarchal Synod,

Holy Orthodox Church for permission and sanction to incorporate such

church. When such permission aforesaid has been obtained in writing over

the signature and seal of such patriarch, such church may become an

incorporated church by executing, acknowledging and filing a certificate

of incorporation as hereinafter provided.

Any religious order, biblical, seminary for the preparation of

candidates for the ministry, leading to ordination and the granting of

credentials of ecclesiastical degrees of orders in sacred theology, or

religious society established for evangelical efforts or the relief of

the poor and needy, which is intended to be an auxiliary organization of

the Holy Orthodox Church of the American Patriarchate, where a chapel

for the conduct of worship is provided, shall be deemed a congregation

to all intents and purposes, and may be incorporated in the manner

prescribed in this article as a congregation of the American Patriarchal

Orthodox Church.

Notice of meeting for incorporation. Notice of meeting for the

purpose of incorporating an unincorporated parish or congregation

acknowledging the apostolic eastern confession and order, shall be given

as follows: 1. The notice shall be in writing and shall state in

substance that a meeting of such unincorporated church or congregation

will be held at its usual place of worship at a specific day and hour,

for the purpose of incorporating such church or congregation, electing

laymen trustees thereof and selecting a corporate name therefor.

2. The notice shall also state that the archbishop who is the

ecclesiastical administrator aforesaid has given sanction and permission

in writing to proceed with the incorporation of such church.

3. The notice must be signed by at least six persons of full age, who

are baptised, have statedly worshipped with such church or congregation

and have regularly contributed to its support, according to its usages,

for at least one year or since it was formed.

4. A copy of such notice shall be publicly read at a regular meeting

of such unincorporated church for public worship, on the two successive

Sundays immediately preceding the meeting, by the minister in charge of

such church, or by any one of the persons qualified to sign such notice.

Provisions governing meetings for incorporation. 1. If the

meeting shall decide that such unincorporated church shall become an

incorporated church or congregation of the American Patriarchal Orthodox

Church, a certificate of incorporation therefor shall be executed and

acknowledged by the archbishop who is the ecclesiastical administrator,

the vicar-general and the chancellor of Patriarchal Synod, the rector or

vicar of the church or congregation and by the laymen trustees that have

been elected, and by the clerk of the corporation, and the said

certificate of incorporation shall contain the following:

(a) The name of the proposed corporation;

(b) The number of laymen trustees thereof, the names of the persons

elected as laymen trustees, the terms of office for which they were

respectively elected as laymen trustees;

(c) An exact copy of the resolution which provides for the clerical

trustees by virtue of their offices;

(d) The county and town, city or village in which the principal place

of worship is or is intended to be located.

2. On filing such certificate in the office of the county clerk of the

county in which such church is or is intended to be located, such church

shall be a corporation by the name stated in the certificate, and the

persons therein stated to be elected clerical and laymen trustees of

such church shall be the trustees therefor for their respective terms

and until their successors are elected.

Rector; vicar; ministers; their appointment, removal and

compensation. The rector or vicar or other ministers of any such church,

by whatever title they are called in ecclesiastical language, shall be

called, settled or removed and their salaries fixed, only by the vote of

a majority of the members of such corporation duly qualified to vote at

elections present and voting at a meeting of such corporation

specifically called for that purpose, subject to the consent of the

ecclesiastical administrator of Patriarchal Synod, given in writing. A

rector or vicar or other minister so called, with the sanction of the

archbishop in writing, shall be deemed settled definitely in such

church, when he has accepted such call in writing. Unless there is

sufficient cause to terminate the relationship of such clergyman and

such church such relationship shall be deemed permanent and governed

entirely by the rules and usages of the American Patriarchal Orthodox

Church, subject to the patriarch.

Application of this article. This article applies only to a

Presbyterian church in connection with the General Assembly of the

Presbyterian Church (U.S.A.).

Creation and termination of pastoral relation. The election,

calling, settlement, installation, dismissal, removal, translation,

constituting or dissolving of the pastoral relation, or fixing or

changing of the salary of a minister or pastor of a Presbyterian church

in connection with the General Assembly of the Presbyterian Church

(U.S.A.), or taking any action for or toward any such purpose, and the

calling and conduct of a meeting of any such church for any such

purpose, and the qualification of voters at any such meeting, are not

authorized or regulated or controlled by any provision of this chapter,

but the same shall be in all respects, done, and regulated, and any

meeting therefor called, conducted, and controlled, only in accordance

with the constitution of the Presbyterian Church (U.S.A.).

Worship. Nothing in this chapter contained shall authorize the

fixing or changing of the times, nature or order of public worship of

any particular Presbyterian church in any other manner, or by any other

authority than in the manner and by the authority provided in the

constitution of the Presbyterian Church (U.S.A.).

Incorporation of unincorporated Presbyterian churches and

decision as to system of incorporation and government. A meeting for

the purpose of incorporation of an unincorporated Presbyterian church in

connection with the Presbyterian Church (U.S.A.), must be called and

held in pursuance of the provisions of this article.

1. The notice and call of such meeting shall be in writing, and shall

state in substance, that a meeting of such unincorporated church will be

held at its usual place of worship at a specified day and hour for the

purpose of incorporating such church and designating the trustees

thereof. The notice must be signed by at least six persons of full age

who are then members in good and regular standing of such church by

admission into full communion or membership therewith, in accordance

with the constitution of the Presbyterian Church (U.S.A.). Such notice

shall be publicly read at each of the two next preceding regular

meetings of such unincorporated church for public worship, at least one

week apart, at morning service, if such service be held on Sunday, by

the first named of the following persons who is present thereat, to wit:

The pastor of such church or the officiating minister thereof.

2. At the meeting for incorporation held in pursuance of such notice,

the following persons, and no others, shall be qualified voters, to wit:

All persons of full age, who are then members, in good and regular

standing of such church by admission into full communion or membership

therewith, in accordance with the constitution of the Presbyterian

Church (U.S.A.). The presence of twenty per cent of such qualified

voters, at least six in number, shall be necessary to constitute a

quorum of such meeting. The action of the meeting upon any matter or

question shall be decided by a majority of the qualified voters present.

3. The pastor of the church or the officiating minister thereof shall

preside at the meeting for incorporation. The presiding officer of the

meeting shall receive the votes, be the judge of the qualifications of

voters, and declare the result of the votes cast on any matter. Nothing

contained in this section, or in this chapter, shall prevent the

qualified voters at any such meeting, from choosing another person, a

qualified voter, to preside at such meeting, other than the person or

officer above designated.

4. The first business of such meeting after its organization, shall be

to determine whether such church shall be incorporated, and if so, the

name of such church, and whether its temporalities shall be managed by

the spiritual officers of such church as the trustees thereof, or

whether its temporalities shall be managed by trustees to be elected by

the church.

5. If such meeting shall determine that such church shall be

incorporated and its temporalities managed by the spiritual officers of

such church as the trustees thereof, then the meeting shall also

determine whether by virtue of their office, the board of deacons only

of such church, or the session with the board of deacons of such church,

or the session only of such church shall manage its temporalities, and

be the trustees of such corporation.

6. If such meeting shall determine that such church shall be

incorporated and its temporalities managed by trustees to be elected by

the church, it shall further determine the number of trustees of such

church, which shall not be less than three nor more than twenty-four,

and shall further determine the date not more than fifteen months

thereafter on which the first annual election of the trustees thereof

after such meeting shall be held, and such meeting shall elect from the

persons qualified to vote at such meeting, one-third of the number of

trustees so decided on who shall hold office until the first annual

election of trustees thereafter, one-third of such number of trustees to

hold office until the second annual election of trustees thereafter, and

one-third of such number of trustees to hold office until the third

annual election of trustees thereafter. The nomination and election of

trustees shall be conducted as provided in the constitution of the

Presbyterian Church (U.S.A.).

7. If any such meeting shall determine that such church shall

incorporate in pursuance of this article, the presiding officer and at

least two other persons present at such meeting, shall execute,

acknowledge and cause to be filed and recorded, as provided in this

chapter, a certificate of incorporation. Such certificate of

incorporation shall state the name of the proposed corporation; the

county and town, city or village, where its principal place of worship

is or is intended to be located; the fact that a meeting of such church

duly called decided that such church be incorporated, also the

determination of such meeting of all the matters required in this

article to be determined by such meeting, and, as the case shall be, the

names of the persons elected as trustees, and the term for which each

was elected, or the names of the spiritual officers and their offices,

who, by the determination of such meeting, are by virtue of their office

to be trustees of such corporation. On filing such certificate such

church shall be a corporation by the name stated therein, and the

officers determined upon by the meeting for incorporation and their

successors in office, by virtue of their offices, if they be spiritual

officers of such church, shall be the trustees of such corporation, or

if by said meeting it was determined that the trustees should be elected

as such, then such as were so elected by said meeting as trustees, and

their successors in office shall be the trustees of such corporation.

Changing system of trustees. 1. If the trustees of an

incorporated Presbyterian church in connection with the Presbyterian

Church (U.S.A.) shall at any time be elective as trustees and not

trustees by virtue of being spiritual officers, the church may, at an

annual corporate meeting if notice thereof be given with the notice of

such meeting, determine that the board of deacons thereof, or the

session with the board of deacons thereof, or the session thereof shall

thereafter constitute the trustees thereof, and thereupon the presiding

officer of such meeting and at least two other persons present thereat

shall sign, acknowledge and cause to be filed and recorded a certificate

stating the fact of such determination, the names of the officers

determined upon to be the ex officio trustees thereof and thereon the

terms of office of such elective trustees shall cease, and the officers

determined upon by such corporate meeting and their successors in office

shall, by virtue of their respective offices, be the trustees of such

church.

2. If, at any time, the spiritual officers of an incorporated

Presbyterian church in connection with the Presbyterian Church (U.S.A.),

which officers by virtue of their offices constitute the trustees

thereof, shall determine to submit to a meeting of such church

corporation the question whether the trustees of such church shall be

thereafter elective as such trustees, they shall cause a special

corporate meeting of such church to be called and held in the manner

provided in section sixty-five of this chapter, and such corporate

meeting shall determine whether the trustees of such church shall

thereafter be elective in pursuance of this article and also whether the

number of such trustees shall be three, six, nine, twelve, fifteen,

eighteen, twenty-one, or twenty-four and the date of the annual

corporate meeting of the church. If such meeting shall determine that

such trustees shall thereafter be elective as such trustees, the number

of such trustees and the date of the first annual corporate meeting of

the church, the presiding officer thereof and at least two other persons

present and voting thereat shall sign, acknowledge and cause to be filed

and recorded in the office of the clerk of the county in which the

certificate of incorporation of such church is filed a certificate of

such determination of such meeting; thereafter the trustees of such

church shall be elective in pursuance of this article. At the next

annual corporate meeting after the filing of such certificate, one-third

of the number of trustees so determined on shall be elected to hold

office for one year, one-third for two years and one-third for three

years, the officers of such church who by virtue of their offices have

been trustees of such church shall then cease to be such trustees and

thereafter the trustees of such church and their successors shall be

elective as such trustees as in this article provided. At each

subsequent annual corporate meeting of such church, one-third of the

number of trustees so determined on shall be elected to hold office for

three years. The nomination and election of trustees shall be conducted

as provided in the constitution of the Presbyterian Church (U.S.A.).

Corporate meetings. 1. In every incorporated church to which

this article applies and in which the trustees thereof as such are

elective, there shall be held an annual corporate meeting. Such annual

corporate meeting of every incorporated church to which this article is

applicable shall be held at the time and place fixed by or in pursuance

of law therefor, if such time and place be so fixed, and otherwise at a

time and place to be fixed by its trustees and in accordance with the

constitution of the Presbyterian Church (U.S.A.).

2. A special corporate meeting of any such church may be called by

trustees thereof on their own motion, and must be so called on the

written request of at least ten qualified voters of such church, or on

the request of the session thereof, and shall be called and notice

thereof given in the same manner as for an annual corporate meeting.

3. The trustees shall cause notice of the time and place of its

corporate meetings to be given at a regular meeting of the church for

public worship, at morning service, if such service be held, on each of

the two successive Sundays next preceding such meeting, if public

worship be had thereon, or otherwise on each of two days, at least one

week apart, next preceding such meeting; or if no such public worship be

held during such period, by conspicuously posting such notice, in

writing, upon the outer entrance to the principal place of worship of

such church. Such notice shall be given by the minister of the church,

if there be one, or by the officiating minister thereof, if there be

one, or by any officer of such church. If such notice be of an annual

corporate meeting it shall specify the names of the trustees whose

successors are to be elected thereat; if such notice be of a special

corporate meeting, it shall specify the particular business to be

transacted thereat, and no other business shall be transacted at such

special corporate meeting.

4. Whenever in any such incorporated church, by virtue of their

offices, any of the spiritual officers thereof are the trustees thereof,

they may in their discretion call special corporate meetings of such

incorporated church; and in such case such meetings shall be called by

the same notice published or posted in the same manner as herein

provided for the notice of such a meeting by the trustees of such a

church elected as such; and in each such case such notice must specify

the particular business to be transacted at such meeting, and no other

business shall be transacted at such special corporate meeting.

Organization and conduct of corporate meetings; qualifications

of voters thereat. 1. At a corporate meeting of an incorporated church

to which this article is applicable the following persons and no others

shall be qualified voters, to wit: All persons who are then members in

good and regular standing of such church by admission into full

communion and membership therewith, in accordance with the constitution

of the Presbyterian Church (U.S.A.).

2. The presence at any corporate meeting of an incorporated church of

at least six communicant members of full age shall be necessary to

constitute a quorum. The action of the meeting upon any matter or

question shall be decided by a majority of the qualified voters present.

3. At any corporate meeting of an incorporated church to which this

article is applicable, the pastor of such church, the officiating

minister thereof, or the president of the board of trustees shall

preside thereat.

4. Nothing contained in this article shall prevent the qualified

voters at any meeting held pursuant to this article from choosing a

person to preside at any corporate meeting of any incorporated church,

other than the person or officer designated in this article to preside

thereat, and when such other person shall be chosen he shall exercise

all the powers in this article conferred upon the presiding officer of

such meeting.

5. The presiding officer of a corporate meeting shall receive the

votes, be the judge of the qualifications of voters, and declare the

result of the votes cast on any matter. The polls of an annual corporate

meeting shall continue open until all qualified voters present shall

have had a full opportunity to vote.

6. At each annual corporate meeting successors to those trustees whose

terms of office then expire shall be elected from the qualified voters

by ballot for a term of three years thereafter. The nomination and

election of trustees shall be conducted as provided in the constitution

of the Presbyterian Church (U.S.A.).

Changing date of annual corporate meetings. An annual corporate

meeting of an incorporated church to which this article is applicable,

may change the date of its annual meeting thereafter. If such date shall

next thereafter occur less than six months after the annual meeting at

which such change is made the next annual meeting shall be held one year

from such next recurring date. For the purpose of determining the terms

of office of trustees, the time between the annual meeting at which such

change is made and the next annual meeting thereafter shall be reckoned

as one year.

Changing number of trustees. An incorporated church to which

this article is applicable, may, at an annual corporate meeting, change

the number of its trustees to three, six, nine, twelve, fifteen,

eighteen, twenty-one or twenty-four, and classify them so that the terms

of one-third expire each year. No such change shall affect the terms of

the trustees then in office, and if the change reduces the number of

trustees it shall not take effect until the number of trustees whose

terms of office continue for one or more years after an annual election,

is less than the number determined upon. Whenever the number of trustees

so holding over is less than the number so determined on, trustees shall

be elected in addition to those so holding over sufficient to make the

number of trustees for the ensuing year equal to the number so

determined on. The trustees so elected up to and including one-third of

the number so determined on, shall be elected for three years, the

remainder up to and including one-third of the number so determined on

for two years and the remainder for one year.

Trustees, their meetings, vacancies and filling thereof, their

powers. 1. Two trustees of an incorporated church, to which this

article is applicable, may call a meeting of such trustees by giving at

least twenty-four hours' notice thereof personally or by mail to the

other trustees. A majority of the trustees lawfully convened shall

constitute a quorum for the transaction of business. In case of a tie

vote at a meeting of the trustees, the presiding officer of such meeting

shall, notwithstanding he has voted once, have an additional casting

vote.

2. If any trustee of an incorporated church to which this article is

applicable, declines to act, resigns or dies, or ceases to be such

member, his office shall be vacant. Such vacancy may be filled at a duly

called special meeting of the corporation.

3. Subject to the authority of the session, the trustees of an

incorporated church to which this article is applicable shall have the

custody and control of all the temporalities and property belonging to

the corporation and of the revenues from such property and shall

administer the same in accordance with the constitution of the

Presbyterian Church (U.S.A.), and with the provisions of law relating

thereto, for the support and maintenance of the church corporation or,

providing the members thereof at a corporate meeting thereof shall so

authorize, of some religious, charitable, benevolent or educational

object conducted by such church or connected with it or with the

denomination with which it is connected, and they shall not use such

property or revenue for any other purpose or divert the same from such

uses.

4. The words "temporalities," "property," "revenue" and "revenues," as

used in this section, or elsewhere in this article, shall not be

construed to include the contributions in such church or elsewhere for

benevolent or other purposes, which shall be contributed and paid to the

pastor or pastors, ruling elders, the church session, or the deacons of

any such church, either in the church services or otherwise, to be

distributed, or used, or administered, by them, or any, or either of

them, nor to any funds or property devised, bequeathed or contributed,

to be administered or expended by such pastor or pastors, ruling elders,

church session, deacons or other spiritual officers of such church.

5. The trustees of any such church shall have no power, without the

consent of a corporate meeting, to incur debts beyond what is necessary

for the care of the property of the corporation.

Definitions. The words "spiritual officers," as used in this

article, include the pastor or pastors, the ruling elders, and the

deacons, of any church to which this article is applicable.

Incorporation of Roman Catholic churches. An unincorporated

Roman Catholic church in this state may become incorporated as a church

by executing, acknowledging and filing a certificate of incorporation,

stating the corporate name by which such church shall be known and the

county, town, city or village where its principal place of worship is,

or is intended to be, located.

A certificate of incorporation of an unincorporated Roman Catholic

church shall be executed and acknowledged by the Roman Catholic

archbishop or bishop, and the vicar-general of the diocese in which its

place of worship is, and by the rector of the church, and by two laymen,

members of such church who shall be selected by such officials, or by a

majority of such officials.

On filing such certificate such church shall be a corporation by the

name stated in the certificate.

Government of incorporated Roman Catholic churches. The

archbishop or bishop and the vicar-general of the diocese to which any

incorporated Roman Catholic church belongs, the rector of such church,

and their successors in office shall, by virtue of their offices, be

trustees of such church. Two laymen, members of such incorporated

church, selected by such officers or by a majority of them, shall also

be trustees of such incorporated church, and such officers and such

laymen trustees shall together constitute the board of trustees thereof.

The two laymen signing the certificate of incorporation of an

incorporated Roman Catholic church shall be the two laymen trustees

thereof during the first year of its corporate existence. The term of

office of the two laymen trustees of an incorporated Roman Catholic

church shall be one year. Whenever the office of any such layman trustee

shall become vacant by expiration of term of office or otherwise, his

successor shall be appointed from members of the church, by such

officers or a majority of them. No act or proceeding of the trustees of

any such incorporated church shall be valid without the sanction of the

archbishop or bishop of the diocese to which such church belongs, or in

case of their absence or inability to act, without the sanction of the

vicar-general or of the administrator of such diocese.

Division of Roman Catholic parish; disposition of property.

Wherever a Roman Catholic parish has been heretofore or shall hereafter

be duly divided by the Roman Catholic bishop having jurisdiction over

said parish, and the original Roman Catholic church corporation is given

one part of the old parish, and a new or second Roman Catholic church

corporation is given the remaining part of the old parish, and it

further appears that by reason of the said division the original Roman

Catholic church corporation holds title to real property situate within

the part of the old parish that was given to the new or second Roman

Catholic church corporation, then the said Roman Catholic bishop or his

successor shall have the right and power, of himself, independently of

any action or consent on the part of the trustees of the original Roman

Catholic church corporation, to transfer the title of the said real

property, with or without valuable consideration, to the said new or

second Roman Catholic church corporation. Said transfer shall be made by

the said Roman Catholic bishop or his successor after having complied

with the requirements of this chapter in the same manner as the trustees

of any religious corporation are compelled to do before making a

transfer of church property. If a valuable consideration is paid for the

transfer the same shall be received by the said Roman Catholic bishop or

his successor and distributed between the said original Roman Catholic

church corporation and the new or second Roman Catholic church

corporation in such proportions as in the discretion of the said bishop

or his successor may seem proper.

Incorporation of Christian Orthodox Catholic churches of the

Eastern Confession. An unincorporated Christian Orthodox Catholic church

of the Eastern Confession in this state may become incorporated as a

church by executing, acknowledging and filing a certificate of

incorporation, stating the corporate name by which such church shall be

known and the county, town, city or village where its principal place of

worship is, or is intended to be located.

A certificate of incorporation of an unincorporated Christian Orthodox

Catholic church of the Eastern Confession shall be executed and

acknowledged by six lay members of such church.

On filing such certificate such church shall be a corporation by the

name stated in the certificate.

Government of incorporated Christian Orthodox Catholic churches

of the Eastern Confession. The six lay members of every incorporated

Christian Orthodox Catholic church of the Eastern Confession in this

state, incorporated on or after April ninth, nineteen hundred

twenty-three, signing the certificate of incorporation, and the rector

shall be the trustees of such church for the first year or until their

successors are selected according to the by-laws of such church or the

rules and usages of the denomination to which such church belongs. The

trustees of every such church incorporated before April ninth, nineteen

hundred twenty-three, shall consist of the rector and such other persons

as may be selected according to the by-laws of such church or the rules

and usages of the denomination to which such church belongs.

Incorporation of Ruthenian Greek Catholic churches. An

unincorporated Ruthenian Greek Catholic church of the Greek rite in this

state may become incorporated as a church by executing, acknowledging

and filing a certificate of incorporation, stating the corporate name by

which said church shall be known, and the county, town, city or village

where its principal place of worship is or is intended to be located.

A certificate of incorporation of an unincorporated Ruthenian Greek

Catholic church shall be executed and acknowledged by the Ruthenian

Catholic bishop, appointed by the pope of Rome to have supervision over

Ruthenian Catholics of the Greek rite in the United States, or in case

of a vacancy in the office of bishop by reason of death, resignation or

otherwise, the Ruthenian administrator of the Ruthenian Catholic diocese

duly appointed and recognized by the apostolic delegate in the United

States, and the chancellor of the diocese in which its place of worship

is, and by the pastor of the church and by two laymen, members of such

church, who shall be elected by such officers or by a majority of such

officers. On filing such certificate, said church shall be a corporation

by the name stated in the certificate.

Government of incorporated Ruthenian Greek Catholic churches.

The bishop, or in case of vacancy in the office of the bishop, then the

administrator, the chancellor of the diocese to which any incorporated

Ruthenian Greek Catholic church belongs, together with the pastor of

said church, shall by virtue of their office be trustees of such church;

two laymen members of such incorporated church selected by such

officers, or by a majority of them, shall also be trustees of such

incorporated church, and such officers, pastor and such laymen trustees

shall together constitute the board of trustees thereof. The two laymen

signing the certificate of incorporation of a Ruthenian Greek Catholic

church shall be the two laymen trustees thereof during the first year of

its corporate existence. The term of office of the two laymen trustees

of an incorporated Ruthenian Greek Catholic church shall be one year.

Whenever the office of any such layman trustee shall become vacant by

expiration of term of office or otherwise his successor shall be

appointed from members of the church by such officers or a majority of

them. No act or proceeding of the trustees of any such incorporated

church shall be valid without the sanction or approval in writing of the

bishop of the diocese to which said church belongs, or, in case of his

absence or disability to act, of his vicar-general or of the

administrator of such diocese.

Transfer of other religious organizations to Ruthenian Greek

Catholic church; disposition of property. Any religious organization or

organizations incorporated under and by virtue of any law of this state,

whether incorporated under article five of the religious corporations

law, or otherwise, shall be and they are hereby authorized to organize

under the provisions of this act relating to incorporation of Ruthenian

Greek Catholic churches of the Greek rite, and upon the filing of a

certificate to be signed by the trustees of such existing association or

organization or a majority of them, consenting to such organization or

incorporation, under this act, all the right, title and interest of such

association or corporation in any estate, real or personal, shall, with

all franchises and charter rights, be vested in said body corporate and

politic so created under this act and the original incorporation of such

association or organization shall then be null and void.

Definitions. The "Orthodox Church in America", as that term is

used anywhere in this article, refers to that group of churches,

cathedrals, chapels, congregations, societies, parishes, committees and

other religious organizations of the Eastern Confession (Eastern

Orthodox or Greek Catholic Church) which were known as (a) Russian

American Mission of the Russian Orthodox Church from in or about

seventeen hundred ninety-three to in or about eighteen hundred seventy;

(b) Diocese of Alaska and the Aleutian Islands of the Russian Orthodox

Church from in or about eighteen hundred seventy to in or about nineteen

hundred four; (c) Diocese of North America and the Aleutian Islands (or

Alaska) of the Russian Orthodox Church from in or about nineteen hundred

four to in or about nineteen hundred twenty-four; (d) Russian Orthodox

Greek Catholic Church of North America (or America) from in or about

nineteen hundred twenty-four to October nineteen hundred seventy; and

(e) Orthodox Church in America since October nineteen hundred seventy;

and were subject to the administrative jurisdiction of the Most Sacred

Governing Synod in Moscow until in or about nineteen hundred seventeen,

later the Patriachate of Moscow, thereafter constituted an

administratively autonomous metropolitan district, but now constitute an

autocephalous church of the Eastern Confession (Eastern Orthodox or

Greek Catholic Church) by virtue of a proclamation of autocephaly made

on April tenth, nineteen hundred seventy by the Patriarch of Moscow and

All Russia and the Holy Synod of the Russian Orthodox Church.

An "American Orthodox church", as that term is used anywhere in this

article, is a church, cathedral, chapel, congregation, society, parish,

committee or other religious organization founded and established for

the purpose and with the intent of adhering to, and being subject to the

administrative jurisdiction of said mission, diocese, autonomous

metropolitan district or autocephalous church hereinabove defined as the

Orthodox Church in America.

Incorporation of churches of Orthodox Church in America. An

unincorporated American Orthodox church in this state may be

incorporated by executing, acknowledging and filing a certificate of

incorporation, stating the corporate name by which such church shall be

known and the county, town, city or village where its principal place of

worship is or is intended to be located. There shall be attached to such

certificate the permission to incorporate signed by the metropolitan

archbishop or other primate or hierarch of the Orthodox Church in

America, or by the locum tenens acting in his place. Such certificate

of incorporation shall be executed and acknowledged by six lay members

of such church.

On filing such certificate such church shall be a corporation by the

name stated in the certificate.

Government of incorporated churches of Orthodox Church in

America; powers and duties of trustees. 1. Every American Orthodox

church in this state, whether incorporated before or after the said

proclamation of autocephaly, and whether incorporated or reincorporated

pursuant to this article or any other article of the religious

corporations law, or any general or private law, shall recognize and be

and remain subject to the jurisdiction and authority of the general

council, metropolitan archbishop or other primate or hierarch, the

council of bishops, the executive council and other governing bodies and

authorities of the Orthodox Church in America, pursuant to the statute

for the government thereof, and any amendments thereto and any other

statutes or rules adopted by a general council of the Orthodox Church in

America and shall in all other respects conform to, maintain and follow

the faith, doctrine, ritual, communion, discipline, canon law,

traditions and usages of the Eastern Confession (Eastern Orthodox or

Greek Catholic Church); provided, however, that the provisions of this

section shall not be applicable to any church incorporated in this state

which was excluded from the autocephaly of the Orthodox Church in

America by said proclamation of autocephaly, namely, St. Nicholas

Cathedral of the Russian Orthodox Church in North America and St. Mark

Chapel, both of the County of New York, City of New York, St. John the

Baptist Chapel, County of Bronx, City of New York, Church of St. George

the Great Martyr, County of Queens, City of New York, Church of All

Saints Glorified in the Russian Land, Village of Pine Bush, County of

Orange, House Chapel of St. Seraphim of Sarov, Village of Westtown,

County of Orange, and Church of St. George the Great Martyr, City of

Buffalo, County of Erie, unless any such church shall reincorporate

pursuant to this article and the certificate therefor shall set forth,

in addition to the other statements required to be set forth therein,

that the corporation is being reincorporated pursuant to this article

with the permission of the governing authority of the Russian Orthodox

Church.

2. The six lay members of every church incorporated pursuant to this

article signing the certificate of incorporation and the rector shall be

the trustees of such church for the first year or until their successors

are selected according to the by-laws of such church or the rules and

usages of the Orthodox Church in America.

3. The trustees of every American Orthodox church shall have the

custody and control of all temporalities and property, real and

personal, belonging to such church and of the revenues therefrom and

shall administer the same in accordance with the by-laws of such

church,, and any amendments thereto and all other rules, statutes,

regulations and usages of the Orthodox Church in America.

Reincorporation of existing corporations. Any heretofore

incorporated American Orthodox church may reincorporate under the

provisions of this article, by filing in the office of the county clerk

in the county in which its principal place of worship is located, a

certificate, signed by the trustees in office at the time of such

reincorporation, or by the majority of them, setting forth that they

desire to reincorporate under the provisions of this article, the

corporate name by which such church shall be known, the county, town,

city or village where its principal place of worship is located and the

number and the names of the trustees who are to hold office until the

next annual meeting of said church. Immediately upon the filing of such

certificate all the right, title, equity and interest of such church in

any estate, real or personal, together with all franchise and charter

rights, shall be vested in the body corporate and politic so created

under this article and the original incorporation of such church shall

be null and void.

Decision by a Reformed Dutch or Reformed Presbyterian church as

to system of incorporation and government. The minister or ministers, if

there be any, and the elders and deacons of an unincorporated church in

connection with the Reformed church in America, the true Reformed Dutch

church in the United States of America, or with the Reformed

Presbyterian church, may determine to incorporate such church in

pursuance of this article, or to call a meeting of such unincorporated

church for the purpose of deciding whether such church shall be

incorporated in pursuance of article ten of this chapter, entitled

"Special provisions for the incorporation and government of churches of

other denominations."

If such ministers, elders and deacons determine to call such meeting

for such purpose, then such church may be incorporated and shall be

governed after its incorporation in pursuance of the provisions of

article ten of this chapter, except such provisions thereof as are

applicable to churches of a single denomination only, and except that

the notice of the meeting for incorporation shall be signed by such

ministers, elders and deacons or a majority of them, and no other

signatures thereto shall be necessary to its validity; and, if it be a

Reformed church in America, it shall, after incorporation, be governed

by such of the provisions of this article as relates to its consistory

and to the choice of its minister.

Decision by Lutheran church as to system of incorporation and

government. A meeting for the purpose of incorporating an unincorporated

Evangelical Lutheran church must be called and held in pursuance of the

provisions of article ten of this chapter, except that the first

business of such meeting after its organization, shall be to determine

whether such church shall be incorporated and governed in pursuance of

this article, or in pursuance of article ten of this chapter. If such

meeting determines that such church shall be incorporated and governed

in pursuance of this article, then no further proceedings shall be taken

in pursuance of article ten, and such church may be incorporated and

shall be governed after its incorporation in pursuance of the provisions

of the following sections of this article, except such provisions as are

applicable only to churches of a different denomination; and the

certificate of incorporation shall recite such determination of such

meeting. If such meeting determine that such church shall be

incorporated and governed in pursuance of article ten of this chapter,

then this article shall not be applicable thereto, but such church may

be incorporated and shall be governed after its incorporation in

pursuance of the provisions of article ten of this chapter, except such

provisions as are applicable to churches of a single religious

denomination only.

Incorporation of Reformed Dutch, Reformed Presbyterian and

Evangelical Lutheran churches under this article. If any unincorporated

church in connection with the Reformed church in America, the true

Reformed Dutch church in the United States of America, the Reformed

Presbyterian church, or with the Evangelical Lutheran church, determine

to incorporate in pursuance of this article, the minister or ministers

and the elders and deacons thereof shall execute, acknowledge and cause

to be filed and recorded, a certificate in pursuance of this article.

The deacons of a Reformed Presbyterian church may alone sign such

certificate if authorized so to do by such church. Such certificate of

incorporation shall state the name of the proposed corporation, the

county and town, city or village where its principal place of worship is

or is intended to be located, and, if it be an Evangelical Lutheran

church, the fact that a meeting of such church duly called decided that

it be incorporated under this article. If it be signed by the deacons

of a Reformed Presbyterian church, it shall state that they were

authorized so to do by such church. On filing such certificate such

church shall be a corporation by the name stated therein, and the

minister or ministers, if any, and the elders and deacons of such church

shall by virtue of their offices be the trustees of such corporation,

except that if it be a Reformed Presbyterian church, the certificate of

incorporation of which shall have been, in pursuance of law, signed by

its deacons only, the deacons of such church shall, by virtue of their

offices, be the trustees of such corporation.

Consistory of a Reformed church in America; minister, how

chosen. Any church in connection with the Reformed church in America,

the choice or election of the members of whose consistory is not subject

to the ecclesiastical rules or jurisdiction of such Reformed church in

America, shall, if the consistory so determine, be subject to such rules

and jurisdiction; and thereafter the choice of the members of the

consistory shall be in accordance with such rules and practices.

If any such church be incorporated under article ten of this chapter,

or if its trustees be elective in pursuance of such article, its board

of trustees and its consistory shall act concurrently in the choice of

its minister.

Reformed churches in America, changing system of choosing

trustees; minister, how chosen. If the ministers, elders and deacons

who, at any time, by virtue of their offices, constitute the trustees of

any Reformed church in America, or of any true Reformed Dutch church in

the United States of America, determine that the trustees of such church

shall thereafter be elective in pursuance of article ten of this

chapter, and shall determine whether the number of such trustees shall

be three, six or nine, and the date of the annual corporate meeting of

the church, they may sign, acknowledge and cause to be filed and

recorded in the office of the clerk of the county in which the

certificate of incorporation of such church is filed or recorded, a

certificate of such determinations. Thereafter the trustees of such

church shall be elective in pursuance of the provisions of article ten

of this chapter, relating to the election of trustees of incorporated

churches. At the next annual corporate meeting after the filing of such

certificate, one-third of the number of trustees so determined on shall

be elected to hold office for one year, one-third for two years and

one-third for three years, and the minister, elders and deacons shall

cease to be the trustees of such church. At each subsequent annual

corporate meeting of such church, one-third of the number of trustees so

determined on shall be elected to hold office for three years. If the

trustees of an incorporated Reformed church in America or of a true

Dutch Reformed church in the United States of America are at any time

elective, in pursuance of article ten of this chapter, or otherwise, the

board of trustees and the consistory thereof may concurrently determine

that the minister or ministers, if any, and the elders and deacons of

such church shall constitute the trustees thereof. Thereon the

president and clerk of the consistory and the president and clerk of the

board of trustees shall sign and acknowledge and cause to be filed and

recorded in the office of the clerk of the county in which the original

certificate of incorporation is filed or recorded, a certificate of such

determination, stating the names of such ministers, elders and deacons.

On so filing and recording such certificate, such board of trustees

shall be dissolved, and the minister or ministers, and elders and

deacons of such church, and their successors in office shall constitute

the trustees of such church.

Reformed Presbyterian churches, changing system of choosing

trustees; pew rents and minister's salary. If any incorporated Reformed

Presbyterian church, at a meeting of the church or congregation,

determine that the deacons of such church shall be the trustees thereof,

then the deacons of such church actively engaged in the exercise of

their offices therein, and their successors in office, shall, by virtue

of their respective offices, be the trustees of such church. The salary

of the minister and the pew rents in any such church shall be fixed by

the vote of the congregation, and the trustees shall not fix or change

the same.

Evangelical Lutheran church, changing system of electing

trustees. If the trustees of an incorporated Evangelical Lutheran church

shall at any time be elective in pursuance of article ten of this

chapter, the church may, at an annual corporate meeting, if notice

thereof be given with the notice of such meeting determine that the

minister or ministers and elders and deacons thereof shall thereafter

constitute the trustees thereof, and thereon the trustees of such church

shall sign, acknowledge and cause to be filed and recorded, a

certificate stating the fact of such determination, and the name of the

minister or ministers, if any, and of the elders and deacons of such

church; and thereon the terms of office of such elective trustees shall

cease, and the minister or ministers and the elders and deacons of such

church, and their successors in office shall, by virtue of their

respective offices, be the trustees of such church. If, at any time, the

officers of an incorporated Evangelical Lutheran church which officers

by virtue of their offices constitute the trustees thereof shall

determine to submit to a meeting of such church corporation, the

question whether the trustees of such church shall be thereafter

elective in pursuance of article ten of this chapter, they shall cause a

corporate meeting of such church to be called and held in the manner

provided in sections one hundred and ninety-four and one hundred and

ninety-five of this chapter, and such corporate meeting shall determine

whether the trustees of such church shall thereafter be elective in

pursuance of article ten of this chapter, and also whether the number of

such trustees shall be three, six or nine, and the date of the annual

corporate meeting of the church. If such meeting shall determine that

such trustees shall thereafter be elective, the presiding officer

thereof and at least two other persons present and voting thereat, shall

sign, acknowledge and cause to be filed and recorded in the office of

the clerk of the county in which the certificate of incorporation of

such church is filed, a certificate of such determination of such

meeting; and thereafter the trustees of such church shall be elective in

pursuance of article ten of this chapter. At the next annual corporate

meeting after the filing of such certificate, one-third of the number of

trustees so determined on shall be elected to hold office for one year,

one-third for two years, and one-third for three years, and the officers

of such church who by virtue of their offices have been trustees of such

church, shall then cease to be such trustees, and thereafter article ten

of this chapter shall apply to such church. At each subsequent annual

corporate meeting of such church, one-third of the number of trustees so

determined on shall be elected to hold office for three years.

Notice of meeting for incorporation. Notice of a meeting for

the purpose of incorporating an unincorporated Baptist church shall be

given as follows: The notice shall be in writing, and shall state, in

substance, that a meeting of such unincorporated church will be held at

its usual place of worship at a specified day and hour, for the purpose

of incorporating such church, electing trustees thereof, and selecting a

corporate name therefor. The notice must be signed by at least six

persons of full age, who are then members in good and regular standing

of such church by admission into full communion or membership therewith.

A copy of such notice shall be publicly read at a regular meeting of

such unincorporated church for public worship, on the two successive

Sundays immediately preceding the meeting, by the minister of such

church, or a deacon thereof or by any person qualified to sign such

notice.

The meeting for incorporation. At the meeting for

incorporation, held in pursuance of such notice, the qualified voters,

until otherwise decided as hereinafter provided, shall be all persons of

full age, who are then members, in good and regular standing of such

church, by admission into full communion or membership therewith. At

such meeting the presence of a majority of such qualified voters, at

least six in number, shall be necessary to constitute a quorum, and all

matters or questions shall be decided by a majority of the qualified

voters voting thereon. There shall be elected at said meeting from the

qualified voters then present, a presiding officer, a clerk to keep the

record of the proceedings of the meeting and two inspectors of election

to receive the ballots cast. The presiding officer and the inspectors

shall declare the result of the ballots cast on any matter, and shall be

the judges of the qualifications of voters. If the meeting shall decide

that such unincorporated church shall become incorporated, the meeting

shall also decide upon the name of the proposed corporation, the number

of the trustees thereof, which shall be three, six, nine, twelve or

eighteen, and the date, not more than fifteen months thereafter, on

which the first annual election of the trustees thereof shall be held,

and shall decide also whether those who, from the time of the formation

of such church or during the year preceding the meeting for

incorporation, have statedly worshipped with such church and have

regularly contributed to the financial support thereof, shall be

qualified voters at such meeting for incorporation, and whether those

who during the year preceding the subsequent corporate meetings of the

church shall have statedly worshipped with such church and shall have

regularly contributed to the financial support thereof, shall be

qualified voters at such corporate meetings. Such meeting shall

thereupon elect by ballot from the persons qualified to vote thereat

one-third of the number of trustees so decided on, who shall hold office

until the first annual election of trustees thereafter, and one-third of

such number of trustees who shall hold office until the second annual

election of trustees thereafter, and one-third of such number of

trustees who shall hold office until the third annual election of

trustees thereafter, or until the respective successors of such trustees

shall be elected.

The certificate of incorporation. If the meeting shall decide

that such unincorporated church shall become incorporated, the presiding

officer of such meeting and the two inspectors of election shall execute

a certificate setting forth the name of the proposed corporation, the

number of the trustees thereof, the names of the persons elected as

trustees and the terms of office for which they were respectively

elected and the county and town, city or village in which its principal

place of worship is or is intended to be located. On the filing and

recording of such certificate after it shall have been acknowledged or

proved as hereinbefore provided, the persons qualified to vote at such

meeting and those persons who shall thereafter, from time to time, be

qualified voters at the corporate meetings thereof, shall be a

corporation by the name stated in such certificate, and the persons

therein stated to be elected trustees of such church shall be the

trustees thereof, for the terms for which they were respectively elected

and until their respective successors shall be elected.

Time, place and notice of corporate meetings. The annual

corporate meeting of every incorporated Baptist church shall be held at

the time and place fixed by or in pursuance of law therefor, if such

time and place be so fixed, and otherwise, at a time and place to be

fixed by its trustees. A special corporate meeting of any such church

may be called by the board of trustees thereof, on its own motion, and

shall be called on the written request of at least ten qualified voters

of such church. The trustees shall cause notice of the time and place of

its annual corporate meeting, and of the names of any trustees whose

successors are to be elected thereat; and, if a special meeting, of the

business to be transacted thereat, to be publicly read by the minister

of such church or any trustee thereof at a regular meeting of the church

for public worship, on the two successive Sundays immediately preceding

such meeting; or if no such meeting for public worship shall have been

held during such period, by conspicuously posting such notice, in

writing, upon the outer entrance of the principal place of worship of

such church and by mailing a copy of such notice to each member of such

church in a securely sealed envelope, postage prepaid, addressed to his

last known place of residence, at least two weeks before such meeting.

Organization and conduct of corporate meetings; qualifications

of voters thereat. At a corporate meeting of an incorporated Baptist

church the qualified voters shall be all persons who are then members of

such church in good and regular standing by admission into full

communion or membership therewith, or who have statedly worshipped with

such church and have regularly contributed to the financial support

thereof during the year next preceding such meeting; but any

incorporated Baptist church may at any annual corporate meeting thereof,

if notice of the intention so to do has been given with the notice of

such meeting, decide that thereafter only members of such church in good

and regular standing by admission into full communion or membership

therewith shall be qualified voters at the corporate meetings. At such

corporate meetings the presence of at least six persons qualified to

vote thereat shall be necessary to constitute a quorum, and all matters

or questions shall be decided by a majority of the qualified voters

voting thereon. There shall be elected at said meeting from the

qualified voters then present, a presiding officer, a clerk to keep the

records of the proceedings of the meeting and two inspectors of election

to receive the ballots cast. The presiding officer and the inspectors

of election shall declare the result of the ballots cast on any matter

and shall be the judge of the qualifications of voters. At each annual

corporate meeting, successors to those trustees whose terms of office

then expire, shall be elected by ballot from the qualified voters, for a

term of three years thereafter, and until their successors shall be

elected.

Changing date of annual corporate meetings. An annual

corporate meeting of an incorporated Baptist church may change the date

of its annual meeting thereafter. If the date fixed for the annual

meeting shall be less than six months after the annual meeting at which

such change is made, the next annual meeting shall be held one year from

the date so fixed. For the purpose of determining the terms of office of

trustees, the time between the annual meeting at which such change is

made and the next annual meeting thereafter shall be reckoned as one

year.

Changing number of trustees. An incorporated Baptist church

may, at an annual corporate meeting, change the number of its trustees

to not less than three, nor more than eighteen, or classify them so that

the terms of one-third expire each year, provided that notice of such

intended change or classification be included in the notice of such

annual corporate meeting. No such change shall affect the terms of the

trustees then in office, and if the change reduces the number of

trustees, elections shall not be held to fill vacancies caused by the

expiration of the terms of trustees until the number of trustees equals

the number to which the trustees were reduced. Whenever the number of

trustees in office is less than the number so determined on, sufficient

additional trustees shall be elected to make the number of trustees

equal to the number so determined on. The trustees so elected up to and

including one-third of the number so determined on, shall be elected for

three years, the remainder up to and including one-third of the number

so determined on for two years, and the remainder for one year.

Meetings of trustees. Meetings of the trustees of an

incorporated Baptist church shall be called by giving at least

twenty-four hours' notice thereof personally or by mail to all the

trustees and such notice may be given by two of the trustees, but by the

unanimous consent of the trustees a meeting may be held without previous

notice thereof. A majority of the whole number of trustees shall

constitute a quorum for the transaction of business at any meeting

lawfully convened.

The creation and filling of vacancies among trustees of such

churches. If any trustee of an incorporated Baptist church declines to

act, resigns or dies, or having been a member or such church ceases to

be such member, or not having been a member of such church, ceases to be

a qualified voter at a corporate meeting thereof, his office shall be

vacant, and such vacancy may be filled by the remaining trustees until

the next annual corporate meeting of such church, at which meeting the

vacancy shall be filled for the unexpired term.

Control of trustees by corporate meetings of such churches;

salary of minister. The trustees of an incorporated Baptist church

shall have no power to settle or remove a minister or to fix his salary

or, without the consent of a corporate meeting, to incur debts beyond

what is necessary for the administration of the temporal affairs of the

church and for the care of the property of the corporation; or to fix or

change the time, nature or order of the public or social worship of such

church. The temporal affairs and property of an incorporated Baptist

church shall be administered by its trustees in accordance with and

subject to its lawfully adopted by-laws and to the general or special

rules, regulations, or resolutions lawfully adopted by the church at its

annual or other regular corporate meeting or at any duly called special

corporate meeting.

Transfer of property to Baptist corporations. Any incorporated

Baptist church, created by or existing under the laws of the state of

New York, having its principal office or place of worship in the state

of New York, or whose last place of worship was within the state of New

York, is hereby authorized and empowered, by a vote of two-thirds of its

qualified voters present and voting therefor, at a meeting regularly

called for that purpose, to transfer and convey any of its property,

real or personal, which it now has or may hereafter acquire, to any

religious, charitable or missionary corporation connected with the

Baptist denomination and incorporated by or organized under any law or

laws of the state of New York, either solely, or among other purposes,

to establish or maintain, or to assist in establishing or maintaining

churches, schools, or mission stations or to erect, or assist in the

erection of such buildings as may be necessary for any of such purposes,

and on or without the payment of any money or other consideration

therefor, and upon such transfer or conveyance being made, the title to

and the ownership and right of possession of the property so transferred

and conveyed shall be vested in and conveyed to such grantee; and also

any membership corporation incorporated by or organized under any

special or general law or laws of the state of New York, either solely,

or among other purposes, for religious, charitable, missionary or

educational objects connected with or for the aid of the Baptist

denomination or any church or churches thereof or for the erection or

maintenance of any building therefor, is hereby authorized and

empowered, by the vote of at least two-thirds of the whole number of its

directors, or by the vote of at least a majority thereof if such whole

number of directors is twenty or more, at any regularly called or

regularly held meeting of such directors, to transfer and convey any of

its property, real or personal, which it now has or may hereafter

acquire, to any incorporated Baptist church within the state of New

York, and on or without the payment of any money or other consideration

therefor, and upon such transfer or conveyance being made, the title to

and the ownership and right of possession of the property so transferred

and conveyed shall be vested in and conveyed to such grantee; provided,

however, that nothing herein contained shall impair or affect in any

way, any existing claim upon or lien against any property so transferred

or conveyed, or any action at law or legal proceeding, and subject, in

respect to the amount of property the said grantee may take and hold, to

the restrictions and limitations of existing laws.

Notice of meeting for incorporation. Notice of a meeting for

the purpose of incorporating an unincorporated church of the United

Church of Christ or Independent church shall be given as follows: The

notice shall be in writing, and shall state, in substance, that a

meeting of such unincorporated church will be held at its usual place of

worship at a specified day and hour, for the purpose of incorporating

such church, electing trustees thereof, and selecting a corporate name

therefor. The notice must be signed by at least six persons of full age,

who have statedly worshiped with such church and have regularly

contributed to its support, according to its usages, for at least one

year or since it was formed. A copy of such notice shall be publicly

read at a regular meeting of such unincorporated church for public

worship, on the two successive Sundays immediately preceding the

meeting, by the minister of such church, or a deacon thereof or by any

person qualified to sign such notice.

The meeting for incorporation. At the meeting for

incorporation, held in pursuance of such notice, the qualified voters,

until otherwise decided as hereinafter provided, shall be all persons of

full age who have statedly worshiped with such church and have regularly

contributed to its support, according to its usages, for at least one

year or since it was formed. At such meeting the presence of a majority

of such qualified voters, in person, or by proxy duly authorized in

writing, at least six in number, shall be necessary to constitute a

quorum, and all matters or questions shall be decided by a majority of

the qualified voters voting thereon. The meeting shall be called to

order by one of the signers of the call. There shall be elected at such

meeting, from the qualified voters then present, a presiding officer, a

clerk to keep the record of the proceedings of the meeting and two

inspectors of election to receive the ballots cast. The presiding

officer and the inspectors shall decide the result of the ballots cast

on any matter, and shall be the judges of the qualifications of the

voters. If the meeting shall decide that such unincorporated church

shall become incorporated, the meeting shall also decide upon the name

of the proposed corporation, the number of the trustees thereof, which

shall be three, six or nine, and the date, not more than fifteen months

thereafter, on which the first annual election of the trustees thereof

shall be held; and it may, by a two-thirds vote, decide that all members

of the unincorporated church, of full age, in good and regular standing

who have statedly worshiped with such church but who have not

contributed to the financial support thereof, shall also be qualified

voters at such meeting, and that such church members, who, for one year

next preceding any subsequent corporate meeting, shall have statedly

worshiped with such church and have been members thereof in good and

regular standing, but have not regularly contributed to the financial

support thereof, shall be qualified voters at such corporate meetings.

Such meetings shall thereupon elect by ballot from the persons qualified

to vote thereat one-third of the number of trustees so decided on, who

shall hold office until the first annual election of trustees

thereafter, one-third of such number of trustees who shall hold office

until the second annual election of trustees thereafter, and one-third

of such number of trustees who shall hold office until the third annual

election of trustees thereafter, or until the respective successors of

such trustees shall be elected. Such meeting shall also elect by ballot

a clerk of the corporation, who shall hold his office until the close of

the next annual meeting.

The certificate of incorporation. If the meeting shall decide

that such unincorporated church shall become incorporated, the presiding

officer of such meeting and the two inspectors of election shall execute

a certificate setting forth the name of the proposed corporation, the

number of trustees thereof, the names of the persons elected as

trustees, the terms of office for which they were respectively elected

and the county and town, city or village in which its principal place of

worship is or is intended to be located. On the filing and recording of

such certificate, after it shall have been acknowledged or proved as

hereinbefore provided, the persons qualified to vote at such meeting and

those persons who shall thereafter, from time to time, be qualified

voters at the corporate meetings thereof, shall be a corporation by the

name stated in such certificate, and the persons therein stated to be

elected trustees of such church shall be the trustees thereof for the

terms for which they were respectively elected and until their

respective successors shall be elected.

Time, place and notice of corporate meetings. The annual

corporate meeting of every church incorporated under this article shall

be held at the time and place fixed by its by-laws, or if no time and

place be so fixed, then at a time and place to be first fixed by its

trustees, but to be changed only by a by-law adopted at an annual

meeting. A special corporate meeting of any such church may be called by

the board of trustees thereof, on its own motion, and shall be called on

the written request of at least ten qualified voters of such church. The

trustees shall cause notice of the time and place of its annual

corporate meeting, and of the names of any trustees whose successors are

to be elected thereat, and if a special meeting, of the business to be

transacted thereat, to be publicly read by the minister of such church

or any trustees thereof at a regular meeting of the church for public

worship, on the two successive Sundays immediately preceding such

meeting.

Organization and conduct of corporate meetings; qualifications

of voters. At every corporate meeting of a church to which this article

is applicable the following persons, and no others shall be qualified

voters, to wit: all persons who are then members in good and regular

standing of such church by admission into full communion or membership

therewith in accordance with the by-laws thereof, provided that if the

by-laws so provide, persons who have statedly worshiped with such church

and have regularly contributed to its financial support for not less

than one year preceding such meeting shall also be qualified voters.

At such corporate meetings, the presence of at least six persons

qualified to vote thereat shall be necessary to constitute a quorum; and

all matters or questions shall be decided by a majority of the qualified

voters voting thereon, except that by-laws can be adopted or amended

only by a two-thirds vote. The clerk of the corporation shall call the

meeting to order; and under his supervision the qualified voters then

present shall choose a presiding officer and two inspectors of election

to receive the ballots cast. The presiding officer and the inspectors of

election shall declare the result of the ballots cast on any matter and

shall be the judges of the qualifications of voters. At each annual

corporate meeting, successors to those trustees whose terms of office

then expire shall be elected by ballot from the qualified voters, for a

term of three years thereafter, and until their successors shall be

elected. A clerk of the corporation shall be elected by ballot, who

shall hold office until the closing of the next annual meeting, and

until his successor shall be elected.

Changing date of annual corporate meetings. An annual

corporate meeting of any church incorporated under this article may

change the date of its subsequent annual meetings. If the date fixed

for the annual meeting shall be less than six months after the annual

meeting at which such change is made, the next annual meeting shall be

held one year from the date so fixed. For the purpose of determining the

terms of office of trustees, the time between the annual meeting at

which such change is made and the next annual meeting thereafter shall

be reckoned as one year.

Changing number of trustees. Any such incorporated church may,

at an annual corporate meeting, change the number of its trustees to

three, six, nine, twelve or fifteen, classifying them so that the terms

of one-third expire each year, provided that notice of such intended

change be included in the notice of such annual corporate meeting. No

such change shall affect the terms of the trustees then in office; and

if the change reduces the number of trustees, elections shall not be

held to fill the vacancies caused by the expiration of the terms of

trustees, until the number of trustees equals the number to which the

trustees were reduced. Whenever the number of trustees in office is

less than the number so determined on, sufficient additional trustees

shall be elected to make the number of trustees equal to the number so

determined on. The trustees so elected, up to and including one-third of

the number so determined on, shall be elected for three years, the

remainder up to and including one-third of the number so determined on

for two years, and the remainder for one year.

Meetings of trustees. Meetings of the trustees of any such

incorporated church shall be called by giving at least twenty-four

hours' notice thereof personally or by mail to all the trustees; and

such notice may be given by two of the trustees; but by the unanimous

consent of the trustees, a meeting may be held without previous notice

thereof. A majority of the whole number of trustees shall constitute a

quorum for the transaction of business, at any meeting lawfully

convened.

Vacancies among trustees. If any trustee of any such

incorporated church declines to act, resigns or dies, or ceases to be a

qualified voter at a corporate meeting thereof, his office shall be

vacant; and such vacancy may be filled by the remaining trustees until

the next annual corporate meeting of such church; at which meeting the

vacancy shall be filled for the unexpired term.

Limitation of powers of trustees. The trustees of any such

incorporated church shall have no power to call, settle or remove a

minister or to fix his salary, nor without the consent of a corporate

meeting, to incur debts, beyond what is necessary for the administration

of the temporal affairs of the church and for the care of the property

of the corporation; or to fix or change the time, nature or order of the

public or social worship of such church.

Election and salary of ministers. The ministers of any such

church shall be called, settled or removed and their salaries fixed,

only by the vote of a majority of the members of such corporation duly

qualified to vote at elections present and voting at a meeting of such

corporation specially called for that purpose, in the manner

hereinbefore provided for the call of special meetings; and any such

corporation may, by its by-laws, make the call, settlement or removal of

its ministers dependent upon a concurrent vote of the unincorporated

church connected with such corporation; and in that case the concurrence

of a majority of the members of such unincorporated church, present and

voting at a meeting thereof, called for that purpose, shall be necessary

to the call, settlement or removal of such ministers.

Transfer of property. Any incorporated church of the United

Church of Christ and any incorporated Congregational Christian church

which is a member of the New York Conference of the United Church of

Christ, created by or existing under the laws of the state of New York,

having its principal office or place of worship in the state of New

York, or whose last place of worship was within the state of New York,

is hereby authorized and empowered, by the concurrent vote of two-thirds

of its qualified voters present and voting therefor, at a meeting

regularly called for that purpose, and of two-thirds of all its

trustees, to direct the transfer and conveyance of any of its property,

real or personal, which it now has or may hereafter acquire, to any

religious, charitable or missionary corporation connected with the

United Church of Christ and incorporated by or organized under any law

of the state of New York, either solely, or among other purposes, to

establish or maintain, or to assist in establishing or maintaining

churches, schools or mission stations, or to erect or assist in the

erection of such buildings as may be necessary for any of such purposes,

with or without the payment of any money or other consideration

therefor; and upon such concurrent votes being given, the trustees shall

execute such transfer or conveyance; and upon the same being made, the

title to and the ownership and right of possession of the property so

transferred and conveyed shall be vested in and conveyed to such

grantee; provided, however, that nothing herein contained shall impair

or affect in any way any existing claim upon or lien against any

property so transferred or conveyed, or any action at law or legal

proceeding; and such transfer shall be subject, in respect to the amount

of property the said grantee may take and hold, to the restrictions and

limitations of all laws then in force.

Application of this article. This article applies only to

churches of the United Church of Christ, Congregational Christian

churches, whether or not part of the United Church of Christ, and

Independent churches.

Application for incorporation. Any Ukrainian Orthodox church

of the Greek rite may become incorporated in this state as a church of

the Ukrainian Orthodox Church of America by executing, acknowledging and

filing a certificate of incorporation as hereinafter provided.

Notice of meeting for incorporation and provisions governing

meetings for incorporation. 1. Notice of a meeting for the purpose of

incorporating an unincorporated Ukrainian Orthodox church of the Greek

rite shall be in writing and shall state in substance that a meeting of

such unincorporated church will be held at its usual place of worship at

a specified day and hour, for the purpose of incorporating such a church

and selecting a name therefor and electing trustees thereof.

2. Such notice shall be publicly read at a regular service of such

unincorporated church on a Sunday next preceding such meeting and a copy

of such notice shall be sent by mail postpaid at least ten days prior to

the date fixed for such meeting to each member of such church in good

and regular standing at his last known address as same appears in the

church record.

3. At the meeting for incorporation held in pursuance of such notice,

all persons of full age, who are then members in good and regular

standing of such church, shall be qualified voters. All the duly

qualified voters present at such meeting, at least six in number, shall

constitute a quorum, and all matters or questions shall be decided by a

majority of the qualified voters voting thereon.

4. There shall be elected at such meeting from the qualified voters

then present a presiding officer and a clerk to keep the records of the

proceedings of the meeting. The presiding officer shall decide the

results of the votes cast on any matter and shall be the judge of the

qualifications of the voters.

5. If the meeting shall decide that such unincorporated church shall

become incorporated, the meeting shall also decide upon the name of the

proposed corporation, the number of trustees thereof which shall be

either three, five or seven, and the date, not more than fifteen months

thereafter, on which the first annual election of the trustees shall be

held.

6. Such meeting shall thereupon elect from the persons qualified to

vote thereat the trustees who shall hold office until the first annual

election of the trustees thereafter, or until their successors are

elected and take office.

Certification of incorporation. 1. The presiding officer of

such meeting and at least two other persons present and voting thereat

shall execute and acknowledge a certificate of incorporation which shall

set forth the following:

(a) The name of the proposed corporation.

(b) The number of trustees thereof.

(c) The names of the trustees elected for the first year.

(d) The county and town, city or village in which the principal place

of worship is or is intended to be located.

(e) The date of its annual meeting for the election of trustees.

2. On filing such certificate in the office of the county clerk of the

county in which such church is or is intended to be located, such church

shall be a corporation by the name stated in the certificate of

incorporation.

Government; powers and duties of the trustees. 1. Every

Ukrainian Orthodox church incorporated pursuant to this article shall

recognize and be subject to the jurisdiction of the duly appointed

bishop or archbishop of the Ukrainian Orthodox Church of America, or his

lawful successor in office, and shall conform to and adopt the faith,

doctrine, discipline, canons and constitution of the said church.

2. The trustees of every such incorporated church shall have the

custody and control of all the temporalities and property, real and

personal, belonging to the corporation and the revenues therefrom, and

shall administer the same strictly in accordance with the by-laws of the

corporation and the rules, regulations and usages of the governing

diocesan council of the said Ukrainian Orthodox Church of America.

Reincorporation of existing corporations. Any Ukrainian

Orthodox church of the Greek rite heretofore incorporated, other than

those incorporated under the provisions of article five of the religious

corporations law, may reincorporate under the provisions of this

article, by filing in the county clerk's office in the county in which

its principal place of worship is located, a certificate, signed by the

trustees in office at the time of such reincorporation, or by the

majority of them, setting forth that they desire to reincorporate under

the provisions of this act, the corporate name by which such church

shall be known, the county, town, city or village where its place of

worship is or is intended to be located, and the number and the names of

the trustees who are to hold office until the next annual meeting of

said corporation. If the bishop or archbishop having ecclesiastical

jurisdiction over such church is not one of the trustees signing the

certificate of reincorporation, such certificate shall not be valid

until said bishop or archbishop has given his assent in writing to such

reincorporation and the same is made a part of the certificate.

Immediately upon the filing of such certificate all the right, title and

interest of such organization or corporation in any estate, real or

personal, shall, with all franchise and charter rights, be vested in

said body corporate and politic so created under this act and the

original incorporation of such organization shall be null and void.

The incorporation of a new church or reincorporation of an old church

under this article shall not be valid until the same has been approved

by a justice of the supreme court.

Application for incorporation. Any Ukrainian Orthodox church

may become incorporated in this state as a church of the Holy Ukrainian

Autocephalic Orthodox Church in Exile by executing, acknowledging and

filing a certificate of incorporation as hereinafter provided.

Notice of meeting for incorporation and provisions governing

meetings for incorporation. 1. Notice of a meeting for the purpose of

incorporating an unincorporated Ukrainian Orthodox church under this

article shall be in writing and shall state in substance that a meeting

of such unincorporated church will be held at its usual place of worship

at a specified day and hour, for the purpose of incorporating such a

church and selecting a name therefor and electing trustees thereof.

2. Such notice shall be publicly read at a regular service of such

unincorporated church on a Sunday next preceding such meeting and a copy

of such notice shall be sent by mail postpaid at least ten days prior to

the date fixed for such meeting to each member of such church in good

and regular standing at his last known address as same appears in the

church record.

3. At the meeting for incorporation held in pursuance of such notice,

all persons of full age, who are then members in good and regular

standing of such church, shall be qualified voters. All the duly

qualified voters present at such meeting, at least six in number, shall

constitute a quorum, and all matters or questions shall be decided by a

majority of the qualified voters voting thereon.

4. There shall be elected at such meeting from the qualified voters

then present a presiding officer and a clerk to keep the records of the

proceedings of the meeting. The presiding officer shall decide the

results of the votes cast on any matter and shall be the judge of the

qualifications of the voters.

5. If the meeting shall decide that such unincorporated church shall

become incorporated, the meeting shall also decide upon the name of the

proposed corporation, the number of trustees thereof which shall be

either three, five or seven, and the date, not more than fifteen months

thereafter, on which the first annual election of the trustees shall be

held.

6. Such meeting shall thereupon elect from the persons qualified to

vote thereat the trustees who shall hold office until the first annual

election of the trustees thereafter, or until their successors are

elected and take office.

Certificate of incorporation. 1. The presiding officer of such

meeting and at least two other persons present and voting thereat shall

execute and acknowledge a certificate of incorporation which shall set

forth the following:

(a) The name of the proposed corporation.

(b) The number of trustees thereof.

(c) The names of the trustees elected for the first year.

(d) The county and town, city or village in which the principal place

of worship is or is intended to be located.

(e) The date of its annual meeting for the election of trustees.

2. On filing such certificate in the office of the county clerk of the

county in which such church is or is intended to be located, such church

shall be a corporation by the name stated in the certificate of

incorporation.

Government; powers and duties of the trustees. 1. Every

Ukrainian Orthodox church incorporated pursuant to this article shall

recognize and be subject to the jurisdiction of the duly appointed

bishop or archbishop of the Holy Ukrainian Autocephalic Orthodox Church

in Exile, or his lawful successor in office, and shall conform to and

adopt the faith, doctrine, discipline, canons and constitution of the

said church.

2. The trustees of every such incorporated church shall have the

custody and control of all the temporalities and property, real and

personal, belonging to the corporation and the revenues therefrom, and

shall administer the same strictly in accordance with the by-laws of the

corporation and the rules, regulations and usages of the governing

diocesan council of the said Holy Ukrainian Autocephalic Orthodox Church

in Exile.

Reincorporation of existing corporations. Any Ukrainian

Orthodox church heretofore incorporated, other than those incorporated

under the provisions of article five of the religious corporations law,

may reincorporate under the provisions of this article, by filing in the

county clerk's office in the county in which its principal place of

worship is located, a certificate, signed by the trustees in office at

the time of such reincorporation, or by the majority of them, setting

forth that they desire to reincorporate under the provisions of this

article, the corporate name by which such church shall be known, the

county, town, city or village where its place of worship is or is

intended to be located, and the number and the names of the trustees who

are to hold office until the next annual meeting of said corporation. If

the bishop or archbishop having ecclesiastical jurisdiction over such

church is not one of the trustees signing the certificate of

reincorporation, such certificate shall not be valid until said bishop

or archbishop has given his assent in writing to such reincorporation

and the same is made a part of the certificate. Immediately upon the

filing of such certificate all the right, title and interest of such

organization or corporation in any estate, real or personal, shall, with

all franchise and charter rights, be vested in said body corporate and

politic so created under this article and the original incorporation of

such organization shall be null and void.

The incorporation of a new church or reincorporation of an old church

under this article shall not be valid until the same has been approved

by a justice of the supreme court.

Corporation, how formed. Any seven or more persons of full age,

citizens of the United States, and a majority of them being residents of

this state, who shall associate themselves for the purpose of founding

and continuing one or more free churches, may make, sign and

acknowledge, before any officer authorized to take the acknowledgment of

deeds of land to be recorded in this state, and may file in the office

of the secretary of state, and also of the clerk of the county in which

any such church is to be established, and record as provided in section

three of this chapter, a certificate in writing, in which shall be

stated the name or title by which such society shall be known in the

law, the purpose of its organization, and the names of seven trustees,

of whom not less than five shall be persons who are not ministers of the

gospel or priests of any denomination, to manage the same; but such

certificate shall not be filed, unless with the written consent and

approbation of a justice of the supreme court of the district in which

any such church shall be intended to be established, to be indorsed on

such certificate.

Rights, powers and limitations. Upon the filing of such

certificate the persons named therein as trustees, and their successors,

being citizens of the United States and residents of this state, shall

be a body politic and corporate, with all the rights, powers and duties,

and subject to all the restrictions and obligations and other

provisions, so far as the same may be applicable and consistent with

this article, specified and contained in the act entitled "An act for

the incorporation of benevolent, charitable, scientific and missionary

societies," passed April twelfth, eighteen hundred and forty-eight, and

the act amending the same, passed April seventh, eighteen hundred and

forty-nine, except that the limitation in the first of the said acts of

the value of real estate that may be held by any society in the city or

county of New York, incorporated under this article, shall not be

applicable to any church edifice erected or owned by such society, or

the lot of ground on which the same may be built; and except that the

provision in the first of the said acts, in relation to the personal

liability of the trustees, shall be applicable only to the trustees who

shall have assented to the creation of any debt.

Vacancies in boards of trustees. Any vacancies occurring in the

said board of trustees shall be supplied by the remaining trustees at

any legal meeting of the members; but there shall always be at least

five members of the board who are not ministers of the gospel or priests

of any denomination.

Increasing number of trustees. The number of trustees may be

increased to not exceeding eleven by said board of trustees at any legal

meeting of the members, whereupon a certificate of such increase shall

be made, signed, acknowledged and filed by the existing trustees in the

manner provided by section one hundred and eighty for the execution and

filing of the certificate of incorporation, except that the consent and

approbation of a justice of the supreme court shall not be necessary to

the filing of such certificate. The additional trustees authorized by

such increase shall be supplied in the same manner as vacancies in the

original board of trustees; but there shall always be at least a

majority of the board who are not ministers of the gospel or priests of

any denomination.

Seats and pews to be free. The seats and pews in every church,

building or edifice, owned or occupied by any corporation organized

under this article, shall be forever free for the occupation and use,

during public worship, of all persons choosing to occupy the same, and

conducting themselves with propriety, and no rent, charge or exaction

shall ever be made or demanded for such occupation or use.

Application of this article. This article applies only to

Churches of Christ, Scientist and Christian Science Societies, which are

branches of The First Church of Christ, Scientist, in Boston,

Massachusetts. Any such church or society heretofore incorporated shall

hereafter be governed by the provisions of this article so far as

applicable except that no person, who shall, when this article takes

effect, be a duly qualified voter in any such previously incorporated

church or society, shall be deprived of the right to vote at its

corporate meetings by any provision of this article.

Notice of meeting for incorporation. Notice of a meeting for

the purpose of incorporating an unincorporated Church of Christ,

Scientist or Christian Science Society, shall be given as follows: The

notice shall be in writing, and shall state, in substance, that a

meeting of such unincorporated church or society will be held at its

usual place of worship at a specified day and hour, for the purpose of

incorporating such church or society, electing trustees thereof, and

selecting a corporate name therefor.

The notice must be signed by at least six persons of full age who are

then members in good and regular standing of such church or society by

admission into full membership therewith, in accordance with the rules

and regulations of such church or society. A copy of such notice shall

be publicly read at each regular service of such unincorporated church

or society on the two successive Sundays next preceding such meeting by

the person acting as first reader, and a copy of such notice shall be

sent by mail post paid at least ten days prior to the date fixed for

such meeting to each member of such church or society in good and

regular standing at his last known address as same appears in the church

or society records.

Meeting for incorporation. At the meeting for incorporation

held in pursuance of such notice, the following persons, and no others,

shall be qualified voters, to wit: All persons of full age, who are then

members in good and regular standing of such church or society by

admission into full membership therewith, in accordance with the rules

and regulations thereof.

At such meeting, the presence of a majority of such qualified voters,

at least six in number, shall be necessary to constitute a quorum. The

action of the meeting upon any matter or question shall be decided by a

majority of the qualified voters voting thereon, a quorum being present.

The meeting shall be called to order by one of the signers of the call.

There shall be elected at such meeting, from the qualified voters then

present, a presiding officer, a clerk to keep the record of the

proceedings, of the meeting and two inspectors of election to receive

the ballots cast. The presiding officer of the meeting and the

inspectors shall decide the results of the ballots cast on any matter,

and shall be the judges of the qualifications of voters.

Such meeting shall decide whether such unincorporated church or

society shall become incorporated. If such decision shall be in favor of

incorporation such meeting shall decide upon the name of the proposed

corporation which shall be "Church of Christ, Scientist," prefixed by

"First," "Second," "Third" or other numerical designation, or "Christian

Science Society" as the case may be, and followed by the name of the

place where it shall be located; the meeting also shall decide the

number of the trustees of such church or society, which shall be any

number from three to twelve, and shall determine the date, not more than

fifteen months thereafter, on which the first annual election of the

trustees thereof after such meeting shall be held. Such meeting shall

thereupon elect by ballot, from the persons qualified to vote thereat,

one-third of the number of trustees as nearly as possible so decided

upon who shall hold office until the first annual election of trustees

thereafter, one-third of such number of trustees as nearly as possible

who shall hold office until the second annual election of trustees

thereafter, and the remainder of such trustees who shall hold office

until the third annual election of trustees thereafter, or until the

respective successors of such trustees shall be elected and take office.

Certificate of incorporation. If the meeting shall decide that

such unincorporated church or society shall become incorporated, the

presiding officer of such meeting and the two inspectors of election,

shall execute and acknowledge a certificate of incorporation, setting

forth the name of the proposed corporation, the number of trustees

thereof, the names of the persons elected as trustees, the terms of

office for which they were respectively elected and the county and town,

city or village in which its principal place of worship is, or is

intended to be located. On the filing and recording of such certificate,

as hereinbefore provided in this chapter, the persons qualified to vote

at such meeting and those persons who shall thereafter, from time to

time be qualified voters at the corporate meetings thereof, shall be a

corporation by the name stated in such certificate, and the persons

therein stated to be elected trustees of such church or society shall be

the trustees thereof for the terms for which they were respectively so

elected, or until their respective successors shall be elected and take

office.

Time, place and notice of corporate meetings. The annual

corporate meeting of every incorporated church or society to which this

article is applicable shall be held at the time and place fixed by its

by-laws. A special corporate meeting of any such church or society may

be called by the board of trustees thereof, on its own motion, and shall

be called on the written request of at least ten qualified voters of

such church or society. The trustees shall cause written notice of the

time and place of any corporate meeting, therein specifying, if an

annual meeting, the names of any trustees whose successors are to be

elected thereat, and, if a special meeting, specifying the business to

be transacted thereat, to be served, either personally or by mail, upon

each qualified voter of the church or society entitled to vote at the

meeting, not less than ten nor more than forty days before the meeting.

If mailed, the notice shall be directed to each qualified voter entitled

to notice at his address as it appears on the books or records of the

church or society.

Organization and conduct of corporate meetings; qualifications

of voters thereat. At a corporate meeting of every incorporated church

or society to which this article is applicable, the following persons,

and no others, shall be qualified voters, to wit: All persons who are

then members in good and regular standing of such church or society by

admission into full membership therewith. The presence at such meetings

of at least six persons qualified to vote thereat shall be necessary to

constitute a quorum, provided that any church or society to which this

article is applicable may by its by-laws fix the number of members

necessary to constitute a quorum. The action of the meeting upon any

matter or question shall be decided by a majority of the qualified

voters voting thereon, a quorum being present, except that by-laws may

provide specifically for action being taken upon any matter or question

by more than a majority vote, in which event such by-law provisions

shall govern any such action; and further excepted that by-laws can be

adopted or amended only by a two-thirds vote, as hereinbefore provided

by this chapter. The clerk of the church or society shall call the

meeting to order, and then turn it over to a presiding officer chosen by

the qualified voters then present or to the one designated under the

provisions of the by-laws; and if an election is to be held at such

meeting, two inspectors of election shall be chosen by the qualified

voters then present, unless otherwise designated under the provisions of

the by-laws. The presiding officer and the inspectors of election shall

receive the votes, shall be the judges of the qualifications of voters

and shall decide the result of the votes cast at any election. The polls

of an annual corporate meeting shall remain open for such time as may be

determined by a majority of the qualified voters present. At each annual

corporate meeting successors to those trustees whose terms of office

then expire, shall be elected from the qualified voters by ballot, for a

term of three years thereafter, and until their successors shall be

elected and take office.

Changing date of annual corporate meetings. Any incorporated

church or society to which this article is applicable, at any annual

meeting may change the date of its subsequent annual meetings. If the

date fixed for the annual meeting shall be less than six months after

the annual meeting at which such change is made, the next annual meeting

shall be held one year from the date so fixed. For the purpose of

determining the terms of office of trustees and officers, the time

between the annual meeting at which such change is made and the next

annual meeting thereafter shall be reckoned as one year.

Changing number of trustees. Any incorporated church or

society to which this article is applicable may, at an annual corporate

meeting, change the number of its trustees to any number from three to

twelve and classify them so that the terms of one-third as nearly as

possible expire each year, provided that notice of such intended change

be included in the notice of such annual corporate meeting. No such

change shall affect the terms of the trustees then in office, and if the

change reduces the number of trustees, election shall not be held to

fill the vacancies caused by the expiration of the terms of trustees,

until the number of trustees equals the number to which the trustees

were reduced. Whenever the number of trustees in office is less than the

number so determined on, sufficient additional trustees shall be elected

to make the number of trustees for the ensuing year equal to the number

so determined on. The trustees so elected up to and including as nearly

as possible one-third of the number so determined on, shall be elected

for three years, the remainder up to and including as nearly as possible

one-third of the number so determined on for two years and the remainder

for one year.

Meetings of trustees. The chairman of the board of trustees

of any incorporated church or society to which this article is

applicable or any two members of such board may call a meeting of such

trustees by giving at least twenty-four hours' notice thereof,

personally or by mail, to all the other trustees, but by the unanimous

consent of the trustees a meeting may be held without previous notice

thereof. A majority of the trustees lawfully convened shall constitute a

quorum for the transaction of business. In case of a tie vote at the

meeting of the trustees the presiding officer of such meeting shall,

notwithstanding he had voted once, have an additional casting vote. In

case of a vacancy in the office of trustee the remaining trustees may

fill such vacancy until the next annual corporate meeting when the

vacancy shall be filled for the unexpired term.

Application of this article. This article is not applicable to

a Baptist church, a Congregational Christian church, whether or not a

part of the United Church of Christ, a church of the United Church of

Christ incorporated after September first, nineteen hundred seventy-one,

an Independent church, a United Methodist church, a Protestant Episcopal

church, a Roman Catholic church, a Presbyterian church in connection

with the General Assembly of the Presbyterian Church in the United

States of America, a Christian Orthodox Catholic church of the Eastern

Confession, a Ruthenian Greek Catholic church, or a Church of Christ,

Scientist. No provision of this article is applicable to a reformed

church in America, a True Reformed Dutch church in the United States of

America, a Reformed Presbyterian church, or to an Evangelical Lutheran

church, incorporated after October first, eighteen hundred and

ninety-five, except as declared to be so applicable by article six of

this chapter; this article is applicable to an Evangelical Lutheran

church incorporated before October first, eighteen hundred ninety-five,

if the trustees thereof were then elective as such and so long as they

continue to be elective as such. Article six of this chapter is

applicable to an Evangelical Lutheran church incorporated before October

first, eighteen hundred and ninety-five, if its trustees were not then

elective as such and so long as its trustees continue not to be elective

as such. This article is applicable to churches of all other

denominations.

Notice of meeting for incorporation. Notice of a meeting for

the purpose of incorporating an unincorporated church, to which this

article is applicable, shall be given as follows:

The notice shall be in writing, and shall state, in substance, that a

meeting of such unincorporated church will be held at its usual place of

worship at a specified day and hour, for the purpose of incorporating

such church and electing trustees thereof.

The notice must be signed by at least six persons of full age, who are

then members in good and regular standing of such church by admission

into full communion or membership therewith, in accordance with the

rules and regulations of such church, and of the governing

ecclesiastical body of the denomination or order, if any, to which the

church belongs, or who have statedly worshiped with such church and have

regularly contributed to the financial support thereof during the year

next prior thereto, or from the time of the formation thereof.

A copy of such notice shall be posted conspicuously on the outside of

the main entrance to such place of worship, at least fifteen days before

the day so specified for such meeting, and shall be publicly read at

each of the two next preceding regular meetings of such unincorporated

church for public worship, at least one week apart, at morning service,

if such service be held, on Sunday, if Sunday be the day for such

regular meetings, by the first named of the following persons who is

present thereat, to wit: The minister of such church, the officiating

minister thereof, the elders thereof in the order of their age beginning

with the oldest, the deacons of the church in the order of their age

beginning with the oldest, any person qualified to sign such notice.

The meeting for incorporation. At the meeting for

incorporation held in pursuance of such notice, the following persons,

and no others, shall be qualified voters, to wit: All persons of full

age, who are then members in good and regular standing of such church by

admission into full communion or membership therewith, in accordance

with the rules and regulations thereof, and of the governing

ecclesiastical body, if any, of the denomination or order, to which the

church belongs, or who have statedly worshiped with such church and have

regularly contributed to the financial support thereof during the year

next preceding such meeting, or from the time of the formation thereof.

The presence of a majority of such qualified voters, at least six in

number, shall be necessary to constitute a quorum of such meeting. The

action of the meeting upon any matter or question shall be decided by a

majority of the qualified voters voting thereon, a quorum being present.

The first named of the following persons who is present at such

meeting shall preside thereat, to wit: The minister of the church, the

officiating minister thereof, the elders thereof in the order of their

age, beginning with the oldest, the deacons thereof in the order of

their age, beginning with the oldest, any qualified voter elected to

preside. The presiding officer of the meeting shall receive the votes,

be the judge of the qualifications of voters and declare the result of

the votes cast on any matter. The polls of the meeting shall remain open

for one hour, and longer, in the discretion of the presiding officer, or

if required by a majority of the voters present.

Such meeting shall decide whether such unincorporated church shall

become incorporated. If such decision shall be in favor of incorporation

such meeting shall decide upon the name of the proposed corporation, the

number of the trustees thereof, which shall be three, six or nine, and

shall determine the date, not more than fifteen months thereafter, on

which the first annual election of the trustees thereof after such

meeting shall be held. Such meeting shall elect from the persons

qualified to vote at such meeting, one-third of the number of trustees

so decided on who shall hold office until the first annual election of

trustees thereafter, one-third of such number of trustees to hold office

until the second annual election of trustees thereafter, and one-third

of such number of trustees to hold office until the third annual

election of trustees thereafter.

The certificate of incorporation. The presiding officer of

such meeting and at least two other persons present and voting thereat,

shall execute and acknowledge a certificate of incorporation, setting

forth the matters so determined at such meeting, the trustees elected

thereat and the terms of office for which they were respectively elected

and the county, town, city or village in which its principal place of

worship is or is intended to be located. On filing such certificate the

members of such church and the persons qualified to vote at such meeting

and who shall thereafter, from time to time, be qualified voters, at the

corporate meetings thereof, shall be a corporation by the name stated in

such certificate, and the persons therein stated to be elected trustees

of such church shall be the trustees thereof, for the terms for which

they were respectively so elected.

Time, place and notice of corporate meetings. The annual

corporate meeting of every incorporated church to which this article is

applicable, shall be held at the time and place fixed by or in pursuance

of law therefor, if such time and place be so fixed, and otherwise, at a

time and place to be fixed by its trustees. A special corporate meeting

of any such church may be called by the board of trustees thereof, on

its own motion or on the written request of at least ten qualified

voters of such church. The trustees shall cause notice of the time and

place of its annual corporate meeting, therein specifying the names of

any trustees, whose successors are to be elected thereat, and, if a

special meeting, specifying the business to be transacted thereat, to be

given at a regular meeting of the church for public worship, at morning

service, if such service be held, on each of the two successive Sundays

next preceding such meeting, if Sunday be the regular day for such

public worship, and public worship be had thereon, or otherwise at a

regular meeting of such church for public worship on each of two days,

at least one week apart, next preceding such meeting, or if no such

public worship be held during such period, by conspicuously posting such

notice, in writing, upon the outer entrance to the principal place of

worship of such church. Such notice shall be given by the minister of

the church, if there be one, or if not, by the officiating minister

thereof, if there be one, or if not, or if any such minister refuse to

give such notice, by any officer of such church. But a special corporate

meeting of an incorporated Presbyterian church, to elect a pastor of

such church or to take action in reference to the dissolution of the

relations of the pastor and the church, may be called only by the

session of such church. They may call such meeting whenever they deem it

advisable to do so, or upon the request to them, by petition, of a

majority of the qualified voters of such corporation, they must call

such meeting. They shall give notice of such meeting in either case, in

the manner in this section provided in a notice of a special meeting.

Organization and conduct of corporate meetings; qualification

of voters thereat. At a corporate meeting of an incorporated church to

which this article is applicable the following persons, and no others,

shall be qualified voters, to wit: All persons who are then members in

good and regular standing of such church by admission into full

communion or membership therewith in accordance with the rules and

regulations thereof, and of the governing ecclesiastical body, if any,

of the denomination or order to which the church belongs, or who have

been stated attendants on divine worship in such church and have

regularly contributed to the financial support thereof during the year

next preceding such meeting; and any other church incorporated under

this article, may at any annual corporate meeting thereof, or any

corporate meeting called pursuant to the provisions of this article, if

notice of the intention so to do has been given with the notice of such

meeting, determine that thereafter only members of such church shall be

qualified voters at corporate meetings thereof. The presence at such

meetings of at least six persons qualified to vote thereat shall be

necessary to constitute a quorum. The action of the meeting upon any

matter or question shall be decided by a majority of the qualified

voters voting thereon, a quorum being present. The first named of the

following persons who is present at such meeting shall preside thereat,

to wit: The minister of such church, the officiating minister thereof;

the officers thereof in the order of their age beginning with the

oldest, any qualified voters elected therefor at the meeting. The

presiding officer of the meeting shall receive the votes, be the judge

of qualifications of voters and declare the result of the votes cast on

any matter. The polls of an annual corporate meeting shall continue open

for one hour, and longer in the discretion of the presiding officer, or

if required by a majority of the qualified voters present. At each

annual corporate meeting, successors to those trustees whose terms of

office then expire, shall be elected from the qualified voters by

ballot, for a term of three years thereafter.

Changing date of annual corporate meetings. An annual

corporate meeting of an incorporated church to which this article is

applicable, may change the date of its annual meeting thereafter. If

such date shall next thereafter occur less than six months after the

annual meeting at which such change is made, the next annual meeting

shall be held one year from such next recurring date. For the purpose

of determining the terms of office of trustees, the time between the

annual meeting at which such change is made and the next annual meeting

thereafter shall be reckoned as one year.

Changing number of trustees. An incorporated church to which

this article is applicable, may, at an annual corporate meeting, change

the number of its trustees to three, six, nine, twelve, fifteen,

eighteen, twenty-one or twenty-four, or classify them so that the terms

of one-third expire each year. No such change shall affect the terms of

the trustees then in office, and if the change reduces the number of

trustees, it shall not take effect until the number of trustees whose

terms of office continue for one or more years after an annual election

is less than the number determined on. Whenever the number of trustees

so holding over is less than the number so determined on, trustees shall

be elected in addition to those so holding over, sufficient to make the

number of trustees for the ensuing year equal to the number so

determined on. The trustees so elected up to and including one-third of

the number so determined on, shall be elected for three years, the

remainder up to and including one-third of the number so determined on

for two years, and the remainder for one year.

Meetings of trustees. Two of the trustees of an incorporated

church, to which this article is applicable, may call a meeting of such

trustees, by giving at least twenty-four hours' notice thereof

personally or by mail to the other trustees. A majority of the trustees

lawfully convened shall constitute a quorum for the transaction of

business. In case of a tie vote at a meeting of the trustees, the

presiding officer of such meeting shall, notwithstanding he has voted

once, have an additional casting vote.

Vacancies among trustees. If any trustee of an incorporated

church to which this article is applicable, declines to act, resigns or

dies, or having been a member of such church, ceases to be such member,

or not having been a member of such church, ceases to be a qualified

voter at a corporate meeting thereof, his office shall be vacant, and

such vacancy may be filled by the remaining trustees until the next

annual corporate meeting of such church, at which meeting the vacancy

shall be filled for the unexpired term.

Control of trustees by corporate meetings; salaries of

ministers. A corporate meeting of an incorporated church, whose

trustees are elective as such, may give directions, not inconsistent

with law, as to the manner in which any of the temporal affairs of the

church shall be administered by the trustees thereof; and such

directions shall be followed by the trustees. The trustees of an

incorporated church to which this article is applicable, shall have no

power to settle or remove or fix the salary of the minister, or without

the consent of a corporate meeting, to incur debts beyond what is

necessary for the care of the property of the corporation; or to fix or

charge the time, nature or order of the public or social worship of such

church, except when such trustees are also the spiritual officers of

such church.

Incorporation of the Religious Society of Friends. An

unincorporated meeting of the Religious Society of Friends in this state

may be incorporated by executing, acknowledging and filing a certificate

of incorporation, stating the corporate name by which such meeting shall

be known, and the county, town, city or village where its principal

place of worship or principal office is or is intended to be located.

Such certificate of incorporation shall be executed and acknowledged by

the clerk of such meeting, and shall have attached thereto a statement,

duly executed and acknowledged by the secretary, assistant clerk or such

person as shall have the duty of recording the transactions of business

sessions of meetings of such meeting, certifying that at a business

session or meeting of such meeting, duly held and upon not less than

thirty days notice, to the members thereof, as hereinafter provided, by

a minute of the proceedings thereat, duly approved according to the

usage and custom of such meeting, the clerk of such meeting was

authorized and directed to execute and file such certificate of

incorporation. Such notice shall be in writing, shall be given by mail

addressed to the last known address of each member of such meeting

according to the records thereof, and shall state in substance that a

meeting of such unincorporated meeting will be held at its usual place

of convening at a specified date and hour for the purpose of

incorporating such meeting. On the filing of such certificate in

accordance with the provisions of this chapter, such meeting shall be a

corporation by the name stated in the certificate.

Trusts for Shakers and Friends. All deeds or declarations of

trust of real or personal property, executed and delivered before

January first, eighteen hundred and thirty, or since May fifth, eighteen

hundred and thirty-nine, to any person in trust for any United Society

of Shakers, or heretofore executed and delivered to any person or

persons in trust for any meeting of the Religious Society of Friends, or

any of the purposes thereof, and the legal estates, interests and trusts

purported to be conveyed, created or declared thereby, shall be valid.

Trusts of real or personal property, for the benefit and use of the

members of any United Society of Shakers, or of any meeting of the

Religious Society of Friends, or any of the purposes thereof, may

hereafter be created, according to the religious constitution of such

society of Shakers, or the regulations and rules of discipline of such

Society of Friends. Such deeds or declarations of trust, heretofore or

hereafter executed and delivered, shall vest in the trustees the legal

estates and interests purported to be conveyed or declared thereby, to

and for the uses and purposes declared therein; and such legal estates

and trusts, and all legal authority with which the original trustees

were vested by virtue of their appointment and conferred powers, shall

descend to their successors in office or trust, who may be chosen in

conformity to the constitution of such society, or the directions of

such meeting. In case of the death of all the trustees of any trust for

the benefit of any meeting of the Religious Society of Friends or any of

the purposes thereof, heretofore appointed, or who may be hereafter

appointed by virtue of this section, any such meeting may appoint a

trustee or trustees in place of such person or persons, and the person

or persons thus appointed by such meeting shall succeed to, and be

invested with, all the powers, rights and duties conferred by this

section and the deed or declaration of trust upon the trustee or

trustees. In case of the consolidation of two or more meetings of the

Religious Society of Friends into one meeting, all real and personal

property held in trust for either or any of the meetings so

consolidated, or any of the purposes thereof, shall continue to be

vested in the trustees holding the same at the time of such

consolidation, until their successors shall be chosen as above provided.

Such consolidated meeting shall have the same rights, powers and duties

in respect to such property, estates and trusts and in respect to the

appointment of such trustees and their successors as the meetings so

consolidated or either of them previously had. This section does not

impair or diminish the rights of any person, meeting or association

claiming to be a meeting of the Religious Society of Friends, which such

person, meeting, or association claiming to be a meeting, had to any

real or personal property held in trust for the use and benefit of any

meeting of such society, before the division of such society which took

place at the annual meeting held in the city of New York in May,

eighteen hundred and twenty-eight. An incorporated or unincorporated

society or meeting of Shakers or the Religious Society of Friends may

take and hold property of the value or yearly income permitted by

statute to a corporation other than a stock corporation. No person shall

be a trustee at the same time of more than one society of Shakers or

meeting of Friends. A society of Shakers includes all persons of the

religious belief of the people called Shakers, resident within the same

county.

Conveyance or incumbrance of trust property of Friends. The

trustee or trustees, or survivor of any trustees, of any meeting of the

Religious Society of Friends, appointed pursuant to the last preceding

section, may sell, convey and grant, mortgage, or demise any or all of

the trust property described in said trust deed or declaration of trust,

to any person absolutely or in trust for such meeting, whenever any

meeting of said society by resolution so directs. Any conveyance or

mortgage of real estate or property so held in trust by any meeting of

the Religious Society of Friends, which is hereafter made in pursuance

of a resolution of such meeting as provided herein, shall be as valid

and effectual for the conveyance or mortgage of the title of any real

estate so held in trust, as if the heirs of any trustee who has died

prior to the passage of such resolution had joined in the execution of

such conveyance, mortgage or demise. Any instrument for the sale,

mortgage or demise of such property shall embody such resolution, and be

executed and acknowledged by such trustee or trustees; and in such

acknowledgment such trustee or trustees shall make an affidavit that the

person or persons executing such conveyance, mortgage or demise are the

trustee or trustees of the trust property, and that the resolution

embodied in such conveyance, mortgage or demise was duly passed by such

meeting. Such affidavit shall be prima facie evidence of the facts

therein stated.

Change of name of churches and affiliated and subsidiary

organizations of the church of the United Brethren in Christ and the

Evangelical Church. Notwithstanding any provision of this chapter or of

any general, special or local law, the two denominations known as the

Church of the United Brethren in Christ and the Evangelical Church

having united under the name of the Evangelical United Brethren Church,

all existing corporations, institutions, unincorporated boards,

societies, associations, churches or administrative agencies formerly

affiliated either with the Church of the United Brethren in Christ or

the Evangelical Church, and all societies, conferences, boards,

associations, corporations or organizations directly connected therewith

or subsidiary thereto, shall be known as the Evangelical United Brethren

Church or an affiliate thereof and all such churches, corporations,

unincorporated associations, and other organizations shall hereafter be

known by such names as changed and amended by this section.

The changes in names provided for by this section shall not in any

respect change the identity of or affect, abate, defeat, alter or amend

any of the rights, privileges, powers, property, rights, obligations,

liabilities, or duties of any of said churches, corporations,

organizations, or unincorporated associations aforesaid, all of which

shall remain in full force and effect as though their respective names

had not been so changed.

All churches, corporations, organizations, or unincorporated

associations using the changed names as provided in this section shall

continue to have and be possessed of all the interest, property, and

rights to which they are or may become entitled under their former

corporate names or other respective designations.

Presiding officer. Nothing contained in this article shall

prevent the qualified voters at any meeting held pursuant to this

article or in this article described, from choosing a person to preside

at any such meeting, other than the person or officer designated in this

article to preside thereat, and when such other person shall be chosen

he shall exercise all the powers in this article conferred upon the

presiding officer of such meeting.

Termination and dissolution of churches of the General Assembly

of the Christian Church (Disciples of Christ), Inc. whose churches are

individually known as "Christian Church (Disciples of Christ)" or

"Church of Christ (Disciples of Christ)" and affiliated religious

societies and the disposition of the real and personal property of such

churches and/or affiliated religious societies. 1. Any incorporated or

unincorporated church of the "General Assembly of the Christian Church

(Disciples of Christ), Inc." whose individual churches are known as

either "Church of Christ (Disciples of Christ)" or "Christian Church

(Disciples of Christ)" and any religious society or organization

affiliated with the "General Assembly of the Christian Church (Disciples

of Christ), Inc." or a "Christian Church (Disciples of Christ)" or

"Church of Christ (Disciples of Christ)" desiring to disband,

disorganize and become extinct and if incorporated, to dissolve the

corporate entity, shall accomplish the above objectives by an

affirmative vote of two-thirds of the members present and voting at a

special meeting called for the specific purpose of accomplishing one or

more of the above objectives, namely, the extinction of the church

and/or religious society and the disbandment of the church and/or

religious society and the dissolution of the corporate entity, if the

church and/or religious society is incorporated.

2. Any incorporated or unincorporated church of the "General Assembly

of the Christian Church (Disciples of Christ), Inc." whose affiliated

individual churches are known as either "Church of Christ (Disciples of

Christ)" or "Christian Church (Disciples of Christ)" and any religious

society or organization affiliated with the "General Assembly of the

Christian Church (Disciples of Christ), Inc." or an affiliated "Church

of Christ (Disciples of Christ)" or a "Christian Church (Disciples of

Christ)" shall be considered extinct when such church or society has not

held religious services and/or conducted activities according to the

customs and usages of the "General Assembly of the Christian Church

(Disciples of Christ), Inc." of which said church or religious society

is affiliated for a period of six consecutive months or has less than

twenty-five active members attending regular weekly or monthly meetings

and making regular weekly or monthly contributions toward the support of

said church or religious society.

3. (a) Upon such notice as the supreme court in the judicial district

where the church property or the religious society property is situated,

may prescribe and upon application made by petition of the officers or

the board of trustees or five members of such church or religious

society, stating fully the facts in the case and on evidence being

furnished, including but not limited to appropriate affidavits that the

conditions as set forth in subdivision one or two above have been

established and are currently existing, upon satisfactory proof of the

facts leading to said application, the court shall have jurisdiction to

grant an order declaring the church or society extinct and the corporate

entity dissolved if the petitioner is a religious corporation and said

order shall direct the transfer of both real and personal property of

the petitioner to the CHRISTIAN CHURCH (DISCIPLES OF CHRIST) -

NORTHEASTERN REGION, INC. or direct that the real property and personal

property be sold and that the proceeds be paid over to the CHRISTIAN

CHURCH (DISCIPLES OF CHRIST) - NORTHEASTERN REGION, INC. after the full

payment of all liens on the real property and of all of the outstanding

debts of the petitioners.

(b) Such order shall operate to transfer the interest of such extinct

church and/or religious society in such property or proceeds to the

CHRISTIAN CHURCH (DISCIPLES OF CHRIST) - NORTHEASTERN REGION, INC.

(c) The order shall also direct that the real property and personal

property or the proceeds obtained from the sale thereof after the

payment of all of the debts, obligations and liabilities of the

petitioner, shall be used by the CHRISTIAN CHURCH (DISCIPLES OF CHRIST)

- NORTHEASTERN REGION, INC. exclusively for the purpose or purposes for

which the CHRISTIAN CHURCH (DISCIPLES OF CHRIST) - NORTHEASTERN REGION,

INC. was organized and incorporated.

4. Nothing in this section, however, shall be construed to impair or

in any way effect any existing claim upon or lien against any property

so transferred or conveyed to the CHRISTIAN CHURCH (DISCIPLES OF CHRIST)

- NORTHEASTERN REGION, INC. or any action or legal proceedings that may

be pending at the time of the transfer referred to herein.

5. (a) The use of proxy or absentee ballots shall not be used relative

to any resolution involving matters set forth in subdivisions one and

two of this section unless the use of such proxy or absentee ballots is

authorized in the constitution and by-laws of the church or religious

society proceeding under the provisions of subdivisions one and two of

this section.

(b) The relief sought in subdivisions one and two of this section must

be accomplished by formal action taken at a special meeting of the

congregation of the church or of the members of the religious society

called for such purpose. (See Article 10 Section 194 - "Time, Place and

Notice of Corporate Meetings".)

(c) To vote at any meeting held to accomplish the purposes of

subdivisions one and two of this section, persons otherwise qualified to

vote must be at least eighteen years of age.

The number of trustees of Jewish congregations and voting by

proxy at certain meetings thereof. A congregation of the Jewish faith

may at any general or special corporate meeting thereof change the

number of its trustees to not more than seventy-two and classify them so

that the terms of one-third shall expire each year and the trustees

elected shall hold office for three years. Whenever the number of

trustees in office is less than the number determined on, sufficient

additional trustees shall be elected to make the total number of

trustees equal to the number determined on. The additional trustees so

to be elected shall be classified and hold office for such terms, not

exceeding three years each, so that the terms of one-third of the total

number of trustees shall expire each year, and thereafter for a term of

three years each. The right of the members of such congregation to vote

at meetings thereof shall be fixed by its by-laws, but every member of

such congregation entitled to vote at any meeting thereof may vote by

proxy on any proposition to sell, mortgage or lease any of its property

or for its consolidation with one or more other religious corporations

of the Jewish faith, or, in a city having a population of one million or

more according to the latest federal census, in any election of trustees

or officers. Every proxy must be executed in writing by the member

conferring the same and shall not be given to any person other than a

member of the congregation. No proxy shall be valid after the expiration

of one year from the date of its execution. Every proxy shall be

revocable at the pleasure of the person executing it.

Consolidation. Any two or more religious corporations of the

Jewish faith, incorporated under or by general or special laws, may

enter into an agreement for the consolidation or merger of such

corporations, setting forth the terms and conditions of consolidation,

the name of the proposed or surviving corporation, the number of its

trustees, the time of the annual election and the names of the persons

to be its trustees until the first or next annual meeting. Each

corporation may petition the supreme court for an order consolidating or

merging the corporations, setting forth the agreement for consolidation

or merger and a statement of its real property and of its liabilities.

Before the presentation of the petition to the court the agreement and

petition must be approved by two-thirds of the votes cast in person or

by proxy at a meeting of the members of each corporation called for the

purpose of considering the proposed consolidation or merger in the

manner prescribed by section six hundred five of the not-for-profit

corporation law. An affidavit by the president and the secretary of each

corporation stating that such approval has been given shall be annexed

to the petition. On presentation to the court of such petition and

agreement for consolidation or merger and on such notice as the court

may direct, the court after hearing all the parties interested desiring

to be heard, may make an order approving the consolidation or merger.

When such order is made and duly entered and a certified copy thereof

filed with the secretary of state and in the offices of the clerks of

the counties in which the certificates of incorporation of the several

constituent corporations were recorded, or if no such certificate was

recorded, then in the office of the clerk of the county in which the

principal place of worship of the new or surviving corporation is

intended to be situated, such corporations shall become one corporation

by the name designated in the order and the trustees named in the

agreement for consolidation or merger shall be the trustees of the

consolidated corporation.

Effect of consolidation. The consolidated or merged corporation

shall possess all the powers of the constituent corporations and shall

have the power and be subject to the duties and obligations of a

congregation of the Jewish faith formed for like purposes under the

religious corporations law. All the rights, privileges and interests of

each of the constituent corporations, all the property, real, personal

and mixed, and all the debts due on whatever account to either of them,

and all things in action, belonging to either of them, shall be deemed

to be transferred to and vested in such new corporation without further

act or deed; and all claims, demands, property, and every other

interest, belonging to the several constituent corporations, shall be as

effectually the property of the new corporation as they were of the

constituent corporations, and the title to all real property, held or

taken by deed or otherwise under the laws of this state, vested in the

several constituent corporations shall not be deemed to revert or to be

in any way impaired by reason of the consolidation but shall be vested

in the new corporation. Any devise, bequest, gift, grant, or declaration

of trust, contained in any deed, will, or other instrument, in trust or

otherwise, made before or after such consolidation, or merger to or for

any of the constituent corporations, shall inure to the benefit of the

consolidated or merged corporation. The consolidated corporation shall

be deemed to have assumed and shall be liable for all debts and

obligations of the constituent corporations in the same manner as if

such new corporation had itself incurred such debts or obligations.

Incorporation of church connected with supreme council of

Independent Associated Spiritualists. A meeting for incorporating or

reincorporating a church in connection with the supreme council of the

Independent Associated Spiritualists, Incorporated, shall be held in

pursuance of the preceding provisions of this article. Such meeting

shall be held and such church shall be subject to the following

provisions:

1. Notice of meeting for incorporation. Notice of the meeting must

have attached thereto the endorsement and consent of the supreme council

of the Independent Associated Spiritualists;

2. The meeting for incorporation. The meeting shall be called to order

by a person delegated to do so by the supreme councilor or his

representative;

3. The certificate of incorporation. The certificate of incorporation

shall have attached thereto the endorsement and consent of the supreme

council of the Independent Associated Spiritualists and the name of such

church as adopted shall thereafter have affixed "In connection with the

supreme council of the Independent Associated Spiritualists,

Incorporated," or "Affiliated with the supreme council of the

Independent Associated Spiritualists, Incorporated," as the case may be;

4. Rules and regulations. A church incorporated or reincorporated

under the provisions of this section shall be subject to the rules and

regulations of the supreme council of the Independent Associated

Spiritualists;

5. Trustees. The trustees of a church incorporated under this section

shall also be the spiritual officers of such church;

6. Election of ministers. No church may engage or retain a minister

not certified as in good standing by the supreme council;

7. Licenses and certificates. Only persons holding a minister's

license or a certificate of proficiency from the supreme council shall

conduct services or classes in any church, incorporated under this

section.

Incorporation of church in connection with Spiritual Science

Mother Church, Inc. A meeting for incorporating or reincorporating a

church in connection with Spiritual Science Mother Church, Inc., shall

be held in pursuance of the preceding provisions of this article. Such

meeting shall be held and such church shall be subject to the following

provisions:

1. Notice of meeting for incorporation. Notice of the meeting must

have attached thereto the endorsement and consent of Spiritual Science

Mother Church, Inc.

2. The meeting for incorporation. The meeting shall be called to order

by an authorized delegate of the board of directors of Spiritual Science

Mother Church, Inc., the supreme ecclesiastical council governing

Spiritual Science Mother Church and its branch churches.

3. The certificate of incorporation. The certificate of incorporation

shall have attached thereto the endorsement and consent of the board of

directors of Spiritual Science Mother Church, Inc., and the name of such

church as adopted shall thereafter have affixed: "Branch Church of

Spiritual Science Mother Church, Inc., of New York."

4. Rules and regulations. A church incorporated or reincorporated

under the provisions of this section shall be subject to the rules and

regulations of the board of directors of Spiritual Science Mother

Church, Inc.

5. Trustees. The trustees of such branch church incorporated under

this section shall also be the spiritual officers of such church.

6. Election of ministers. No branch church of Spiritual Science may

engage or retain, under this section, any minister not certified as in

good standing by Spiritual Science Mother Church board of directors.

7. Licenses and certificates. Only persons holding a minister's

license or a certificate of proficiency from the ecclesiastical council

of Spiritual Science Mother Church, Inc., shall conduct services in any

church incorporated under this section.

8. Recording of licenses. Such license or certificate shall be made a

matter of public record either in the office of the county clerk or such

other place as by law may be provided for such record.

Joint meeting for the purposes of incorporation. Two or more

unincorporated churches, which separately agree on a plan of union and

determine to meet together for the purpose of being incorporated as a

union church, may be incorporated as a union church in pursuance of the

provisions of article ten, and thereafter such union church shall be

governed by the general provisions of such article, as near as may be,

except as otherwise provided in this article. A notice of such joint

meeting shall be given to the congregation of each church, in pursuance

of the provisions of article ten of this chapter, relating to notice of

meeting for incorporations, in every respect as if it were a notice of a

meeting for the separate incorporation of such church under such

article, except that the notice shall state in substance that a joint

meeting of such unincorporated churches, which shall be specified in the

notice, will be held for the purpose of incorporating such churches as a

union church, and electing trustees thereof at a time and place

specified in the notice, which place may be the usual place of worship

of either of such churches or any other reasonably convenient place.

Such notice must be signed by at least six persons from each of such

churches who would be authorized to sign a notice for the meeting of

each church, respectively, for the purpose of incorporating it under

such article.

The provisions of article ten hereof shall be applicable to the

organization and conduct of such meeting, the matters to be determined

upon and the certificate of incorporation to be executed and filed

accordingly, except that the presiding officer of such joint meeting

shall be the oldest person present at such meeting who would be entitled

to preside at a meeting of either of such churches singly for the

purposes of incorporation in pursuance of such article. All persons who

would be qualified to vote at such meeting of either of such churches

held singly, shall be qualified voters at such joint meeting, and the

number of trustees of the union church after incorporation, to be

selected from each such church, may be agreed on by such unincorporated

churches, and the trustees shall be selected by each of such churches

accordingly.

The certificate of incorporation shall set forth the plan of union

agreed on and the number of trustees of the incorporated union church to

be selected by each unincorporated church.

Government of incorporated union churches. Any union church or

society having a common place of worship or holding property belonging

jointly to the several societies composing the same, but the sole right

of occupancy of which is reserved to each of them in proportion to their

interest in such property, or the money originally paid therefor by

each, or in accordance with their plan of union agreed on, may, if any

one or more of the churches or societies comprising such union church or

society has ceased to exist, on the request of such remaining churches

or society, redistribute and divide the time of occupancy among such

remaining societies in proportion to their contributions to such

property respectively, or in accordance with a new plan of union agreed

on by them. Such redistribution shall be made by the trustees of said

union church or society on written notice to the societies which it is

alleged have ceased to exist; but no such society shall be deemed to

have ceased to exist unless it has failed or neglected for a period of

five consecutive years next preceding such request for redistribution,

to hold meetings and have a clerk or secretary, and keep a list or

registry of its members, or to have preaching, prayer or conference

meetings, or other religious services in keeping with the usages of the

denomination to which it belongs.

Any one of the societies composing a union church or society, which

shall have built a church edifice in the same village or neighborhood in

which it holds its religious services, shall not thereby lose or forfeit

in any way any of its rights or privileges in such union society, and

the maintaining of divine worship, or contributing to its support in its

own building, shall be regarded the same as if it held its meetings in

the church building of such union society. Any notice for the election

of trustees of the union society or for any other purpose which the law

requires to be read or given at the time of divine service, may be read

or given in the church edifice so built by any one of such societies, if

at the time religious services are not held in the church edifice of

such union society. But such notice must be posted on the outer door of

such union church edifice at least fifteen days before the meeting. If

any society composing any such church union or society has a greater

interest in the occupancy of the church building than others, unless the

several churches composing the union church or society have agreed

otherwise, the number of trustees shall be odd, and the trustees shall

be elected from such societies in proportion to their respective

interests in the union, church or society, as nearly as may be. Any

society composing such union church or society, which has built for

itself a church edifice and become incorporated, may sell its interest

and right of occupancy in such union society, and convey the same, when

authorized so to do by a two-thirds vote of the voters thereof qualified

to vote for union trustees, at a special meeting called for that

purpose. The proceeds of such sale shall be used for the benefit of its

church property.

Application of this article. This article applies only to

churches, societies, districts, conferences, and such other authorized

religious organizations of the Free Methodist Church of North America as

are or shall be situated in the state of New York.

Organization of a free Methodist church. It shall be lawful

for any number of persons, not less than six, with the consent of the

district superintendent of the district in which the proposed church is

to be located, to organize a free Methodist church and to procure its

incorporation. Said church, when so organized, shall be subject in all

matters of church government and ecclesiastical polity to the

discipline, rules, usages and ministerial appointments of the Free

Methodist Church of North America, as from time to time authorized and

declared by the general conference of said church and the annual

conference within the bounds of which such church may be situated.

Meeting for incorporation. 1. Notice of a meeting for the

purpose of incorporating an unincorporated free Methodist church shall

be in writing and shall state in substance, that a meeting of such

unincorporated church will be held at its usual place of worship at a

specified day and hour, for the purpose of incorporating such a church

and selecting a name therefor and electing trustees thereof.

2. Such notice must be signed by at least six members, either in full

connection or on probation, of the local society of full age and in good

and regular standing. This notice shall be publicly read at a regular

meeting of such unincorporated church for public worship, at least ten

days, and not more than thirty days, before the date of such meeting

upon Sunday, if such service be held on Sunday, by the pastor or by one

of the signers thereof; and a copy of such notice shall be posted

conspicuously on the outside of the main entrance to such place of

worship at least fifteen days before the date of such meeting.

3. At the meeting for incorporation held in pursuance of such notice,

the following persons, and no others, shall be qualified voters, to wit:

all persons of full age, who are then members of such church, either in

full connection or on probation, and in good and regular standing. The

presence of the majority of such qualified voters, at least six in

number, shall be necessary to constitute a quorum of such meeting,

without which no action can be taken. Each action of the meeting upon

any matter or question shall be decided by a majority of the qualified

voters present and voting thereon. At such meeting the pastor shall

preside, or in the absence of a pastor or in case of his declining to

preside, any qualified voter may be elected to preside. The presiding

officer shall be the judge of the qualifications of voters, subject to

appeal to the vote of the members present whose qualifications as voters

are not challenged, and shall receive the votes cast and declare the

result of the same.

4. If such meeting shall decide to incorporate such unincorporated

church, it shall also decide upon the name of the proposed

incorporation, the number of trustees thereof, which shall be three, six

or nine. Such meeting shall elect by ballot the number of trustees

decided upon, at least two-thirds of whom shall be members in full

connection of the free Methodist church and in good and regular

standing. One-third of these shall hold office until the first annual

election of trustees thereafter, one-third until the second annual

election, and one-third until the third annual election.

5. The first annual meeting for the election of trustees shall be held

at the date fixed for the annual society meeting which shall be within

three months prior to the session of the annual conference.

Certificate of incorporation. 1. The presiding officer of

such a meeting and at least two other persons present and voting thereat

shall be appointed by such meeting to execute and acknowledge, before

any person authorized to take acknowledgment of deeds, a certificate of

incorporation whereby they shall agree to be governed by the discipline,

rules and usages of the Free Methodist Church of North America. To such

certificate of incorporation there shall be attached a certificate

signed by the district superintendent of the district in which said

church is to be located, stating that the said church is incorporated by

and with the consent of said district superintendent.

2. This certificate of incorporation shall contain the following

items: The name of said church; the township, village or city, and the

county in which said church shall be located; and agreement to worship

and labor together according to the discipline, rules and usages of the

Free Methodist Church of North America; the statement that there were

six or more qualified voters present at the meeting where they were

elected and this act of incorporation was authorized; the names and

respective periods of office of the trustees elected; the place and date

of said meeting for incorporation; and the signatures and residences of

those authorized to execute and acknowledge this certificate of

incorporation.

3. This certificate of incorporation shall be executed in duplicate.

One of such duplicate copies shall be retained by such corporation and

one copy shall be recorded in the office of the county clerk of the

county where such corporation is formed. On filing such certificate the

members either in full connection or on probation of such church

qualified to vote at such meeting and who shall thereafter, from time to

time, be qualified voters at the corporate meetings thereof shall be a

corporation by the name stated in such certificate, and the persons

therein stated to be elected trustees of such church shall be the

trustees thereof, for the terms for which they were respectively

elected, and until their successors are elected.

Amendment of articles of incorporation. 1. It shall be lawful

for any incorporated church coming under the provisions of this article,

by a two-thirds vote of the members present and voting at a regularly

called society meeting, to alter or amend its articles of incorporation

in any manner not inconsistent with the provisions of this article, or

the book of discipline of the Free Methodist Church of North America;

and such alteration or amendment shall become operative when said

society shall execute and acknowledge said amended articles of

incorporation as provided for in section two hundred and twenty-five-c

of this article, and with an attached certificate of consent by the

district superintendent as provided in said section.

2. Every free Methodist church organized and incorporated in the state

of New York, after this article takes effect, shall be organized and

incorporated under its provisions and be subject thereto.

Effect upon existing corporations. Every free Methodist

church heretofore incorporated in the state of New York shall, three

months after this article takes effect, automatically come under its

provisions, unless in the meantime it shall elect by a two-thirds vote

of all its members in full connection to remain under the provisions of

the general or special law applicable thereto at such time. A

certificate of such vote shall be filed in the office of the clerk of

the county in which the principal place of worship of such corporation

is located and shall be recorded by such clerk in the book in which

certificates of religious corporations are recorded pursuant to law.

Annual election of trustees. 1. Trustees of an incorporated

free Methodist church shall be elected at the annual society meeting

held within three months prior to the session of the annual conference

to which the society belongs. Notice of such meeting shall be publicly

announced at a regular meeting of such incorporated church for public

worship upon Sunday, if such service be held on Sunday, and at least ten

days, and not more than thirty days, before said meeting shall be held.

This notice shall be given by the pastor, the officiating minister or an

officer of the church. At the said annual society meeting the pastor

shall preside, or in the absence of a pastor or in case of his

declining, any qualified voter therein may be elected to preside. During

the election of the trustees the following persons, and no others, shall

be qualified voters, to wit: all persons who are then members in full

connection or on probation of such church in good and regular standing.

Said election shall be by ballot and on a majority vote, and at least

six persons qualified to vote thereat shall be necessary to constitute a

quorum. The trustees shall be so elected that the office of one-third of

them shall continue for three years, one-third for two years, and

one-third for one year. At least two-thirds of said trustees shall be

members in full connection of the free Methodist church in good and

regular standing. All trustees shall hold their office until their

successors are elected, unless their office shall terminate as provided

for in section two hundred and twenty-five-h of this article.

2. A special corporate meeting of any such church may be called by the

trustees thereof on their own motion, and must be called upon the

written request of at least six qualified voters of such church, and

shall be called and notice thereof given in the same manner as for an

annual corporate meeting.

Changing number of trustees. An incorporated church may, at

its annual meeting where trustees are elected, by vote change the number

of its trustees to three, six or nine by adding more trustees, one-third

of which shall be elected for three years, one-third for two years, and

one-third for one year; or by voting to discontinue the offices of

certain specified trustees as they expire, one-third of said offices to

be discontinued each year, until the number left is the number decided

upon. Such changes in the board of trustees shall always provide that at

least two-thirds of the trustees shall be members in full connection of

the free Methodist church in good and regular standing. No such change

shall affect the terms of the trustees then in office, but each shall

hold office until his full term has expired, unless his office is

terminated according to section two hundred and twenty-five-h of this

article.

Vacancies in board of trustees. If any trustee of such

incorporated church declines to act, resigns or dies; or, having been a

member of such church, ceases to be a member; or removes beyond the

bounds of the circuit in which he is elected, his office shall be vacant

and a special corporate meeting may be called to fill that vacancy until

the next annual society meeting of such church when trustees are

elected, at which meeting the vacancy shall be filled for the unexpired

term.

Trustee meetings. 1. Meetings of the trustees of an

incorporated free Methodist church shall be called by giving at least

forty-eight hours' notice thereof personally or by mail to all the

trustees, and such notice may be given by the pastor, the secretary of

the board of trustees or by any two of the trustees, but by the

unanimous consent of the trustees a meeting may be held without previous

notice thereof. The pastor may preside at a trustee meeting and in his

absence the senior trustee in service, or some member, the board of

trustees elects for that purpose, shall be chairman. A majority of the

whole number of trustees shall constitute a quorum for the transaction

of business at any meeting lawfully convened.

2. The effect of a tie vote creating a deadlock shall be to carry the

question involved (with all pending questions appertaining thereto) over

to the next sitting or meeting of the board. In case of such a deadlock

extending beyond three successive sittings or meetings of the board of

trustees, the whole matter involved shall be settled in a meeting of the

corporate society.

Powers of incorporated societies. 1. An incorporated free

Methodist church may, under restrictions hereinafter provided, sell,

mortgage, or otherwise dispose of or encumber its real estate, but not

for current expenses.

2. Said corporation shall at all times permit such ministers belonging

to the free Methodist church as shall from time to time be duly

authorized by the general conference of said church or by the annual

conference, within whose bounds the said corporation may be, to preach

and expound God's Holy Word therein; and shall permit pastors and

district superintendents duly appointed, to execute the discipline of

said free Methodist church and to administer the sacraments therein.

Powers and duties of the trustees. 1. The trustees shall have

the custody of all the temporalities and property, real and personal,

belonging to the corporation and of the revenues therefrom, and shall

administer the same in accordance with the discipline, rules and usages

of the corporation and of the Free Methodist Church of North America;

but shall have no control of funds raised for pastoral support,

benevolent enterprises or any other purpose save those directly

connected with the property of the church.

2. A society meeting of an incorporated free Methodist church whose

trustees are elective as such, may give direction, not inconsistent with

law, as to the manner in which any of the temporal affairs of the church

shall be administered by the trustees thereof; and such directions shall

be followed by the trustees. The trustees shall have no power, without

the consent of such a society meeting, to incur debts beyond what is

necessary for the care of the property of the corporation.

Conveyance of property. Whenever it may become necessary or

advisable to mortgage or dispose of any church property, the trustees

may mortgage or sell and convey the same by first securing the authority

of the society for such sale or mortgage and the approval of the

district superintendent of the district in which the church is located,

and obtaining leave of the supreme or county court therefor pursuant to

the provisions of this chapter; provided that in all cases the proceeds

of such sale or mortgage shall be used either for the payment of debts

or for the purchase or improvement of property for the same uses and

deeded to the same corporation; or if not so used, shall be held subject

to the order of the annual conference in whose territory such property

may be situated. Provided however that, if the deed of the property to

be sold shall convey the property to the local corporate society to be

held in trust for the use and benefit of the membership of the Free

Methodist Church of North America, it shall also be necessary for the

trustees to secure the consent of the free Methodist general conference

of North America, or in the intervals of its sessions, of such person or

persons as are authorized by said general conference to grant such

permission, in order to mortgage or sell and convey such property.

Property of extinct churches. 1. Any incorporated annual

conference or other governing body of the free Methodist church may

decide that a church society in connection with it or over which it has

ecclesiastical jurisdiction, has become extinct, if it has failed for

two consecutive years next prior thereto, to maintain religious services

according to the discipline, customs and usages of such governing body,

or has had less than ten resident attending members making annual or

regular contributions towards its support, and may take possession of

the temporalities and property belonging to such church, or religious

society, and manage the same; or may, in pursuance of the provisions of

this act relating to the disposition of real property by free Methodist

corporations, sell or dispose of the same and apply the proceeds thereof

to any of the purposes to which the property of such governing religious

body is devoted, and it shall not divert such property to any other

object. For the purpose of obtaining a record title to the land and the

church edifice, or other buildings thereon, by such incorporated

governing body, the surviving trustee or trustees of said extinct church

or if there be no surviving trustee, then a surviving member of said

extinct church, may, without a consideration being paid therefor by such

incorporated governing body, convey to it said land and church edifice,

or other buildings thereon, subject, however, to an order of the supreme

or county court based upon a petition reciting that said church has

become extinct; the name of its surviving trustee or trustees; and the

names of its members (who must have given their consent to the making of

said conveyance). Upon the recital of said facts in said petition, the

court shall have jurisdiction to grant an order allowing said conveyance

to be made without a consideration; and should there be no surviving

members, as well as no surviving trustee of said extinct church, said

petition may be made by an officer of said incorporated governing body,

in which event the court, upon the recital of said fact, shall have

jurisdiction to appoint a suitable person as trustee for the purpose of

making said conveyance.

Corporations for acquiring property for special religious

purposes.

1. An annual conference, a district quarterly conference, a circuit

consisting of two or more organized churches or any other regularly

organized free Methodist body may incorporate for the purpose of

carrying on special religious enterprises. Notice of such intention

shall be signed by at least six members of such organized body of full

age and mailed to all the churches existing under the jurisdiction of or

directly interested in said organized body at least ten days before the

date set for such incorporation. If the meeting so called shall decide

to incorporate, it shall also decide upon the name of the proposed

corporation and the number of trustees thereof, which shall be three or

some multiple of three not more than twenty-one. One-third of said

trustees shall hold office for three years, one-third for two years, and

one-third for one year. All trustees of such corporation shall hold

office until their successors are elected, and always at least

two-thirds of said trustees shall be members in full connection of the

free Methodist church, in good and regular standing.

2. The presiding officer and at least two other persons present and

voting thereat shall be appointed by such meeting to execute and

acknowledge a certificate of incorporation whereby they shall agree to

be governed by the discipline, rules and usages of the Free Methodist

Church of North America.

3. The trustees of such a corporation shall thereafter be elected

annually at a regular meeting, notice of which shall have been mailed by

the secretary, or some other officer of the board of trustees, to all

the churches existing under the jurisdiction of or directly interested

in said corporation at least ten days before the date set for said

meeting.

4. All members of and regular voters in such an organized and

incorporated free Methodist body shall be entitled to vote for trustees,

providing they are in good and regular standing in that organization.

5. Such an incorporated free Methodist body may acquire property for

churches, parsonages, missions, Sunday schools, denominational

educational institutions (subject to the consent of the University of

New York), residences of church workers, dispensaries of medicine for

the poor, rescue homes, homes for the aged or for needy and orphan

children, property for cemeteries, camp grounds or for other religious

purposes. Such a corporation shall have power to establish, maintain and

manage by its trustees or other officers such institutions as a part of

its religious purpose, and may take and hold by conveyance, donation,

bequest or devise real and personal property for such purposes, and may

purchase and may erect suitable buildings therefor. Any such corporation

may take and hold any grant, donation, bequest or devise of real or

personal property heretofore or hereafter made upon trust, and apply the

same, or the income thereof, under the direction of its trustees or

other officers. Such trustees or other officers shall have power to

mortgage or sell and convey any property under their care, when directed

so to do by the corporation that elected them, having first secured the

approval of the district superintendent of the district in which the

property is located and obtained leave of the supreme or county court

therefor pursuant to the provisions of this chapter; provided that in

all cases the proceeds of such sale or mortgage shall be used either for

the payment of debts or for the purchase or improvement of property for

the same uses and deeded to the same corporation; or if not used, shall

be held subject to the order of the annual conference in whose territory

such property may be situated. Provided, however, that if the deed of

the property to be sold conveys the property to the local corporation to

be held in trust for the use and benefit of the membership of the Free

Methodist Church of North America incorporated under the name of "Free

Methodist General Conference of North America," it shall also be

necessary to secure the consent of the Free Methodist General Conference

of North America, or in the intervals of its sessions, of such person or

persons as are authorized by said general conference to grant such

permission, in order to mortgage or sell and convey such property.

6. Vacancies occurring in the board of trustees of any such

corporation holding property for special religious purposes, during the

intervals between its regular meetings, may be filled by the remaining

trustees until the next regular meeting of said corporation, at which

meeting the vacancy shall be filled for the unexpired term.

7. In case any such corporation holding property for religious

purposes shall have failed to function, in the purposes for which it was

incorporated, for two consecutive years next prior thereto, the

governing free Methodist body having ecclesiastical jurisdiction over it

may declare such corporation extinct, and taking possession of its

property manage or dispose of the same according to the provisions made

for extinct churches in section two hundred and twenty-five-m of this

article.

8. Such corporations for special religious purposes shall be governed

in all respects not provided for in this section according to the other

provisions of this article.

Saving clause. Article ten of this chapter is not applicable

to corporations of the free Methodist church incorporated under the

provisions of this article.

Laws repealed. Of the laws enumerated in the schedule hereto

annexed, that portion specified in the last column is hereby repealed.

When to take effect. This chapter shall take effect

immediately.

* § 262. This article applies only to a Spiritualist church in

connection with the General Assembly of Spiritualists.

* NB Enacted without section heading.

Incorporation of unincorporated Spiritualist churches and

system of incorporation and government. A meeting for the purpose of

incorporating an unincorporated Spiritualist church in connection with

the General Assembly of Spiritualists must be called and held in

pursuance of the provisions of this article:

1. The notice and call of such meeting shall be in writing and shall

state in substance, that a meeting of such unincorporated church will be

held at its usual place of worship at a specified day and hour for the

purpose of incorporating such church and designating trustees thereof.

2. The notice must be signed at least by seven persons of full age who

are then members in good and regular standing of such church by

admission into full membership therewith, in accordance with the rules

and regulations of such church, and who have in good faith expressed in

open meeting their belief in the tenets of faith adopted by the General

Assembly of Spiritualists.

3. The notice must have endorsed thereon the approval of the body of

the General Assembly of Spiritualists governing the admission of

churches.

4. A copy of such notice with the approval endorsed thereon shall be

publicly read at a regular meeting of such unincorporated church for

public worship, on the two successive Sundays immediately preceding the

meeting by any person qualified to sign such notice.

* § 264. At the meeting for incorporation, held in pursuance to such

notice, the qualified voters unless otherwise decided as hereinafter

provided shall all be persons of full age who have worshipped with such

church, and have regularly contributed to its support according to its

usages, for at least one year or since it was formed, and who have in

good faith in open meeting expressed their belief in the tenets of faith

adopted by the General Assembly of Spiritualists. At such meeting the

presence of a majority of such qualified voters, at least seven in

number, shall be necessary to constitute a quorum, and all matters or

questions shall be decided by a majority of the qualified voters voting

thereon. The meeting shall be called to order by a person delegated so

to do by the president of the General Assembly of Spiritualists. There

shall be elected at such meeting, from the qualified voters then present

a presiding officer, a clerk to keep the records of the proceedings of

the meeting and two inspectors of election to receive the ballots cast.

The presiding officer and the inspectors shall decide the result of the

ballots cast on any matter, and shall be the judges of the

qualifications of the voters. If the meeting shall decide that such

unincorporated church shall become incorporated, the meeting shall also

decide upon the name of the proposed corporation, the number of the

trustees thereof, which shall be three, six or nine, and the date, not

more than fifteen months thereafter, on which the first annual election

of the trustees thereof shall be held; and it may, by a two-thirds vote,

decide that all members of the unincorporated church, of full age, in

good and regular standing, who have worshipped with such church but who

have not contributed to the financial support thereof, shall also be

qualified voters at such meeting. Such meeting shall thereupon elect by

ballot from the persons qualified to vote thereat, of the number of

trustees so decided on who shall hold office until the first annual

election of trustees thereafter, one-third of such number of trustees

who shall hold office until the second annual election of trustees

thereafter, and one-third of such number of trustees who shall hold

office until the third annual election of trustees thereafter, or until

the respective successors of such trustees shall be elected. Such

meeting shall also elect by ballot a clerk or secretary of the

corporation, who shall hold his office until the close of the next

annual meeting.

* NB Enacted without section heading.

The certificate of incorporation. If the meeting shall decide

that such unincorporated church shall become incorporated, the presiding

officer of such meeting and the two inspectors of election shall execute

a certificate setting forth the name of the proposed corporation, the

number of trustees thereof, the names of the persons elected as

trustees, the terms of office for which they were respectively elected,

and the county or town, city or village in which its principal place of

worship is, or is intended to be located. The name of such church as

adopted shall bear the words "in connection with the General Assembly of

Spiritualists." On the filing and recording of such certificate, after

it shall have been acknowledged or proved as hereinbefore provided, the

persons qualified to vote at such meeting and those persons who shall

thereafter, from time to time be qualified voters at the corporate

meetings thereof, shall be a corporation by the name stated in such

certificate, and the persons therein stated to be elected trustees of

such church shall be the trustees thereof for the terms for which they

were respectively elected and until their respective successors shall be

elected.

Time, place and notice of corporate meetings. The annual

corporate meeting of every church incorporated under this article shall

be held at the time and place fixed by its by-laws, or if no time and

place be so fixed then at a time and place to be first fixed by its

trustees, but to be changed only by a by-law adopted at an annual

meeting. A special corporate meeting shall be called by the board of

trustees thereof, on its own motion, and shall be called on the written

request of at least seven qualified voters of such church. The trustees

shall cause notice of the time and place of its annual corporate

meeting, and of the names of any trustees whose successors are to be

elected thereat, and if a special meeting, of the business to be

transacted thereat, to be publicly read by the presiding officer of such

church or any trustees thereof at a regular meeting of the church for

public worship, on the two successive Sundays immediately preceding such

meeting.

Organization and conduct of corporate meetings; qualifications

of voters. At every corporate meeting of a church incorporated under

this article all persons who for one year next preceding such meeting

have worshipped with such church and have regularly contributed to its

financial support, according to its usages, shall be qualified voters;

but, if so decided, by a two-thirds vote at the original meeting or at

any annual corporate meeting thereof, after notice of such meeting all

members of such church and in good and regular standing, by admission to

membership therewith, who have worshipped with such church for one year

next preceding the meeting at which they vote, may also be admitted as

qualified voters at corporate meetings. At such corporate meetings, the

presence of at least seven persons qualified to vote thereat shall be

necessary to constitute a quorum; and all matters or questions shall be

decided by a majority of the qualified voters voting thereon, except

that by-laws can only be adopted or amended by a two-thirds vote. The

clerk or secretary of the corporation shall call the meeting to order;

and under his supervision the qualified voters then present shall choose

a presiding officer and two inspectors of election to receive the

ballots cast. The presiding officer and the inspectors of election

shall declare the result of the ballots cast on any matter and shall be

the judges of the qualifications of the voters. At such annual corporate

meeting, successors to those trustees whose terms of office then expire

shall be elected by ballot from the qualified voters, for a term of

three years thereafter, and until their successors shall be elected. A

clerk or secretary of the corporation shall be elected by ballot, who

shall hold office until the close of the next annual meeting, and until

his successor shall be elected.

Election and salary of ministers. The ministerial and clerical

attendants of any such church shall be called, elected and removed and

their salaries fixed as such corporation in its by-laws shall provide,

but no such church shall call, or elect any such person to perform any

of the duties of minister or clerical attendant who has not been

regularly commissioned so to act by the General Assembly of Spritualists

according to its rules, after examination into the character and

qualifications of such person by its committees regularly appointed, nor

shall any such church retain any person as its minister or clerical

attendant after it has been regularly notified that such person has been

suspended or removed according to the rules and regulations of the

General Assembly of Spiritualists covering such matters.

Duties of ministers, et cetera. Ministers and clerical

attendants shall perform such duties as the by-laws shall direct in

accordance with the rules and regulations of the General Assembly of

Spiritualists.

Reincorporation of present incorporated Spiritualist churches.

Any Spiritualist church heretofore incorporated may reincorporate under

the provisions of this article by filing in the county clerk's office of

the county in which its principal place of worship is located, a

certificate that at a special meeting held pursuant to the provisions of

section two hundred and sixty-six of this article, that such church had

by two-thirds vote of the members present and qualified to vote, duly

voted to reincorporate under the provisions hereof. Such certificate

shall be signed by the presiding officer and two inspectors of election

acting thereat and shall be acknowledged, and shall bear the indorsement

and consent of the body of the General Assembly of Spiritualists

governing admission of churches. The name of such church shall

thereafter have affixed the words "in connection with the General

Assembly of Spiritualists."

* § 271. Any church incorporating or reincorporating under this

article shall be subject to the rules and regulations of the General

Assembly of Spiritualists relating to affiliated churches.

* NB Enacted without section heading.

* § 272. The word church as used herein shall mean any church or

society organized for the purpose of worshipping as Spiritualists as a

religion.

* NB Enacted without section heading.

Application of article. This article applies only to churches

of the Nazarene in connection with the general assembly of the church of

the Nazarene.

Incorporation. An unincorporated church of the Nazarene may

become incorporated as a church, by executing, acknowledging and filing

a certificate of incorporation, stating the corporate name by which such

church shall be known, and the county, town, city or village where its

principal place of worship is or is intended to be located.

A certificate of incorporation of unincorporated churches of the

Nazarene, shall be executed and acknowledged by the district

superintendent of the district in which its principal place of worship

is located, or in case of his absence or inability to act, by one of the

general superintendents of the church of the Nazarene of the United

States, and by the laymen, members of such church, who shall be selected

as the first trustees thereof by said official.

In filing the said certificate, said church shall be a corporation by

the name stated in the certificate.

Government. The district superintendent of the district to

which any incorporated church of the Nazarene belongs, and his successor

in office, shall be by virtue of his office, a trustee of said church;

and the laymen, members of such church who signed said certificate of

incorporation shall together constitute the first board of trustees

thereof. The term of office of the laymen trustees of the incorporated

church of the Nazarene, shall be one year; the number of laymen trustees

shall be three, six or nine. Whenever the office of any such laymen

trustees shall become vacant by expiration of term of office or

otherwise, his successor shall be elected by a majority vote of the duly

qualified members of said church. No act or proceedings of the trustees

of any incorporated church shall be valid, without the sanction of the

district superintendent of the district to which such church belongs, or

in case of his absence or inability to act, without the sanction of one

of the general superintendents of the church of the Nazarene of the

United States.

Reincorporation of present incorporated churches of the

Nazarene. Any church of the Nazarene heretofore incorporated may

reincorporate under the provisions of this article, by filing in the

county clerk's office in the county in which its principal place of

worship is located, a certificate, signed by the district superintendent

of the district in which its principal place of worship is located, or

in case of his absence or inability to act, by one of the general

superintendents of the church of the Nazarene of the United States, and

by all the trustees in office at the time of such reincorporation,

setting forth that they desire to reincorporate under the provisions of

this act, the corporate name by which such church shall be known, and

the county, town, city or village where its principal place of worship

is or is intended to be located; the number and the names of the laymen

trustees who are to hold office until the next annual meeting of said

corporation. Immediately upon the filing of such certificate, the board

of trustees of said church, shall consist of the district superintendent

of the district in which the principal place of worship is located, and

the laymen trustees selected as above provided, and the office of the

trustees of said church heretofore appointed or selected shall become

vacant and cease to exist.

Rules and regulations. Any church incorporated or

reincorporated under this article, shall be subject to the rules and

regulations of the general assembly of the church of the Nazarene.

Corporations for acquiring camp meeting grounds for camp

meeting purposes. The district superintendent and the members of the

camp meeting board duly elected by a district assembly of the Church of

the Nazarene may become incorporated for the purposes of acquiring,

maintaining and improving real property to be used as a camp ground for

camp meeting purposes, by executing, acknowledging and filing a

certificate stating the name and object of the corporation, the name of

such district assembly and of such district, the names and residences of

the signers thereof, the number of trustees of such corporation, which

shall be three, or some multiple of three, not more than twenty-one, the

names of such trustees, designating one-third to hold office for one

year, one-third to hold office for two years and one-third to hold

office for three years. On filing such a certificate the district

superintendent and the members of such camp meeting board shall be a

corporation by the name and for the purposes therein stated and the

trustees therein named shall be the first trustees thereof.

A person holding property in trust for camp meeting purposes or other

religious purposes for the Church of the Nazarene may convey the same to

a corporation organized for the purpose of acquiring such property

within the district in which the property is situated.

Meetings held under the direction of such a corporation upon grounds

owned by it shall be deemed religious meetings within the provisions of

the law relating to disturbance of religious meetings.

Incorporation of advisory board of a district of the Church of

the Nazarene. 1. The district superintendent and the members of the

advisory board duly elected by a district assembly of the Church of the

Nazarene may incorporate for the purpose of advancing the development of

the Churches of Nazarene in such district.

2. The certificate of incorporation shall state the object of the

corporation, the name of such district assembly and of such district,

the names and residences of the signers thereof, the number of trustees

which shall be not less than three or more than five, designating them

to hold office for one year. On executing, acknowledging and filing such

certificate the advisory board of such district shall be a corporation

and the trustees therein stated shall be the first trustees thereof.

3. Such corporation may acquire property for churches, parsonages,

missions, Sunday schools, denominational educational institutions

(subject to the consent of the university of New York), residences of

church workers, dispensaries of medicine for the poor, rescue homes,

homes for the aged or for needy and orphan children, subject to the

consent of the state board of social welfare, and property for

cemeteries, camp grounds or for other religious purposes. Such a

corporation shall have power to establish, maintain and manage by its

trustees or other officers such institutions as a part of its religious

purpose, and may take and hold by conveyance, donation, bequest or

devise real and personal property for such purposes, and may purchase

and may erect suitable buildings therefor. Any such corporation may take

and hold any grant, donation, bequest or devise of real or personal

property heretofore or hereafter made upon trust, and apply the same, or

the income thereof, under the direction of its trustees or other

officers. Such trustees or other officers shall have power to mortgage

or sell and convey any property under the care, when directed so to do

by the corporation that elected them, having first obtained leave of the

supreme or county court therefor pursuant to the provisions of this

chapter; provided that in all cases the proceeds of such sale or

mortgage shall be used either for the payment of debts or for the

purchase or improvement of property for the same uses and deeded to the

same corporation; or if not used, shall be held subject to the order of

the annual assembly of the district.

Application of article. 1. This article applies to all

churches, congregations, societies, parishes, committees and other local

organizations governed by jurisdictions, bishoprics, dioceses, missions

of any Orthodox Patriarchate, Synod or national church of the Orthodox

Greek Catholic (Eastern Orthodox) Church, recognized by the apostolic

historic Orthodox Patriarchates of Constantinople, Antioch, Moscow and

Serbia (Jugoslavia), respectively, through their four primary Orthodox

Greek Catholic jurisdictions in America as specified in subdivisions

three and four of section fifteen of this chapter; also to any churches,

parishes, congregations, societies or committees of the Christian

Orthodox Catholic Churches of the Eastern Confession which are included

under article five-a of said chapter and in general to all churches,

parishes, congregations, committees or religious organizations founded

or established with the intent and for the purpose of adhering to and

maintaining the apostolic and historic communion, doctrine, discipline,

canon law, tradition, worship and unity of the Eastern Confession known

as the Orthodox Greek Catholic (Eastern Orthodox) Church.

2. This article does not apply to the following churches, which are

autogenic, to wit: American Catholic Church, Old Catholic Church,

Western Orthodox Church, Orthodox Old Catholic Church, American Catholic

Orthodox Church, Apostolic Episcopal Church, Holy Orthodox Church in

America, American Patriarchal Orthodox Church, African Orthodox Church

or any other organization, church, society or establishment by whatever

name, title or description designated, whose names, titles or

descriptions allude, relate or refer to the said Orthodox Greek Catholic

(Eastern Orthodox) Church but which are not recognized or accepted by

said apostolic and historic Orthodox Greek Catholic Patriarchates.

Application for incorporation. An unincorporated congregation,

church, parish or society may apply to the appropriate hierarch, bishop

or administrator for permission to incorporate under this article.

When such permission or sanction for incorporation has been given, in

writing, over the seal and signature of the appropriate hierarch, bishop

or administrator and has been certified by the secretariat of the

Federated Orthodox Greek Catholic Primary Jurisdictions in America, it

shall be attached to a certificate of incorporation; and said

certificate shall be executed, acknowledged and filed, as hereinafter

provided, and thereupon such congregation, parish, church, society or

committee shall become a corporation under this article.

Notice of meeting for incorporation. Notice of a meeting for

the purpose of incorporating an unincorporated parish, congregation,

church, society or committee to which this article is applicable shall

be given as follows:

1. The notice shall be in writing and shall state in substance that a

meeting of the members of such church, congregation, parish, society or

committee will be held at a stated place, date and hour for the purpose

of incorporating, electing trustees and selecting a corporate name.

2. The notice shall also state that the appropriate ecclesiastical

authority has given sanction and permission, required under this

article, for the incorporation.

3. The notice must be signed by at least six persons of legal age who,

either from the time of the formation of said church or for a period of

at least one year have been communicants in canonical standing within

the Eastern Orthodox communion and are resident members of the parish,

church, society or committee which proposes to incorporate.

4. Such notice shall be publicly read, by the minister in charge of

such church or by one of the members signing the same, at two successive

regular meetings for public worship or at special meetings of said

parish or society on the two Sundays immediately preceding the meeting

for incorporation; and at least fifteen days before the meeting for

incorporation, a copy of such notice shall be posted at the place of

worship or at the place where such special meetings are to be held.

Provisions governing meetings for incorporation and resolutions

to be adopted thereat. 1. At the meeting for incorporation, held in

pursuance of such notice, qualified voters shall be those qualified

under the by-laws of such unincorporated church, congregation, parish,

society or committee, or in the absence of such by-laws, the persons

qualified to vote in parish meetings in accordance with the rules and

regulations or general usages of that jurisdiction of the Orthodox Greek

Catholic (Eastern Orthodox) Church to which the proposed corporation is

to adhere.

2. The meeting shall be called to order by the priest in charge of the

parish, congregation, society, or committee or, in his absence, by one

of the signers of the notice and shall elect the customarily required

officers to conduct the meeting. In order to incorporate under this

article the meeting shall adopt the following resolution by a majority

of its qualified voters, present and voting, to wit:

WHEREAS, this (congregation, parish, church, society or committee) was

founded and established, and thereby a permanent trust was created, for

the purpose and intent of adhering to, maintaining and promoting

religious worship and teaching according to the communion, doctrine,

discipline, rite, canon law, traditions and usages of the Orthodox Greek

Catholic (Eastern Orthodox) Church; and

WHEREAS, such purpose and intent and the trust thereby created can be

fully effected and safeguarded only in complete canonical unity with

Orthodox jurisdictions and in obedience to Orthodox Greek Catholic

bishops acknowledged and certified by the Federated Orthodox Greek

Catholic Primary Jurisdictions in America; and

WHEREAS, the signers hereof are the trustees, duly elected as such at

a meeting duly held on the ............. day of ........ , nineteen

hundred ..... , in accordance with article fifteen of the religious

corporations law; and

WHEREAS, by a majority vote the said meeting has determined to

incorporate under said article as a (parish, society or committee) of

the Orthodox Greek Catholic (Eastern Orthodox) Church under the name of

.............................. (here give the corporate name by which

such church, society or committee is to be known); and

WHEREAS, permission and sanction for such incorporation has been given

and certified in accordance with the provisions of said article by

.............................. (here name the appropriate hierarch,

bishop or administrator) to whose jurisdiction and authority this

corporation shall adhere,

Therefore it is hereby

RESOLVED, that this (congregation, parish, church, society or

committee) shall become and remain an incorporated (parish, society or

committee) of the aforesaid jurisdiction in full unity of communion,

faith and discipline with the Federated Orthodox Greek Catholic Primary

Jurisdictions in America.

Certificate of incorporation. 1. A certificate of

incorporation for a church, society, or committee, to which this article

is applicable shall be executed and acknowledged by the trustees who

sign the resolution for incorporation.

The said certificate of incorporation shall contain the following:

(a) the name by which the proposed corporation shall be known.

(b) the number of trustees thereof; the names and addresses of the

persons elected as trustees; and the term of office for which they were

respectively elected.

(c) the name of county, town, city or village in which the principal

place of worship or office is or is intended to be located.

(d) the purpose and intent for which said corporation is created, to

be set forth as follows:

"The purpose and intent of this corporation is to maintain, propagate,

practice and forever perpetuate religious worship, services, sacraments

and teaching in full accordance and unity with the doctrine, ritual,

canon law, faith, practice, discipline, and traditions and usages of the

Orthodox Greek Catholic (Eastern Orthodox) Church; and for the carrying

out of said purpose and intent, to form and maintain a religious

organization or church adherent and obedient to the Orthodox

ecclesiastical jurisdiction and authority, and to the Orthodox hierarch,

bishop or administrator, selected by the members applying for

incorporation, and certified by the Orthodox Greek Catholic Primary

Jurisdictions in America, through the secretariat thereof, as canonical

and appropriate for the Orthodox communicant members comprising this

corporation."

(e) In the certificate of incorporation of societies or organizations,

other than parishes, special purposes, additional to the above, may be

set forth.

2. On filing such certificate in the office of the county clerk of the

county in which the place of worship or office of such corporation is or

is intended to be located, such church, society or committee shall be a

corporation by the name stated in the certificate and the persons

therein declared to be trustees of such corporation shall be trustees

until their successors are elected.

Government: powers and duties of trustees. 1. Every church,

parish, congregation, society, or committee incorporated or

re-incorporated, pursuant to this article, shall recognize and be and

remain subject to the jurisdiction and authority of the duly appointed

and canonical hierarch, bishop or other administrator, certified through

the secretariat of the Federated Orthodox Greek Catholic Primary

Jurisdictions in America, as appropriate for its members, or his

successor in office whose authority is likewise certified; shall accept,

secure or receive the sacramental, pastoral, or ministerial services of

such clergy only as are so certified to be of lawful and canonical

status or authority in the Orthodox Greek Catholic (Eastern Orthodox)

Church; and shall retain or secure as pastors only such clergy as have,

in addition, the permission of the hierarch, bishop or administrator

certified to be appropriate; and shall in all other respects conform to,

maintain, and follow the faith, doctrine, ritual, communion, discipline,

canon law, traditions and usages of the Orthodox Greek Catholic (Eastern

Orthodox) Church.

2. Any action of the trustees or parish committees regarding the

calling, appointment, removal or compensation of parish clergy shall be

subject to approval, in writing, by the appropriate bishop or

administrator exercising jurisdiction.

3. The trustees of every such incorporated or re-incorporated church,

society or committee shall have the custody and control of all the

temporalities and property, real and personal, belonging to the

corporation, and of all the revenues therefrom; and shall administer the

same strictly in accordance with the by-laws of the corporation and the

rules, regulations and usages of the orthodox jurisdiction or

ecclesiastical governing body to which such church, society or committee

is subject.

4. The number of first trustees shall be a multiple of three;

one-third of such first trustees to hold office for three years;

one-third thereof to hold office for two years; and one-third thereof to

hold office for one year from the first election following the

incorporation; and thereafter at each annual election there shall be

elected for a term of three years one-third of the number of trustees.

Re-incorporation of existing corporations. Any heretofore

incorporated church, congregation, parish, society, or committee, to

which this article is applicable, may re-incorporate under the

provisions of this article by the same procedure hereinbefore set forth

for incorporation substituting, at appropriate places, the word

"re-incorporate" for "incorporate" and filing the certificate of

re-incorporation in the office of the county clerk in the county in

which its principal place of worship or office is located. Immediately

upon the filing of such certificate all the right, title, equity and

interest of such organization or corporation in any estate, real or

personal, together with all franchise and charter rights, shall be

vested in the corporation so created under this article, and the

original corporation shall be null and void.

Application of article. This article shall apply only to

Spiritualist churches in connection with the National Spiritualist

Association.

Application for incorporation. An unincorporated Spiritualist

church may apply to the National Spiritualist Association for permission

to incorporate under this article, which written permission granted by

the board of trustees of the National Spiritualist Association shall be

attached to and become a part of the certificate of incorporation.

Notice of meeting for incorporation. A notice of meeting for

the purpose of incorporating an unincorporated Spiritualist church in

connection with the National Spiritualist Association shall be given as

follows:

1. The notice shall be in writing and shall state in substance that a

meeting of the members of such church will be held at a stated place,

date and hour for the purpose of incorporating, electing officers and

trustees and selecting a corporate name.

2. The notice shall also state that written permission has been

granted by the board of trustees of the National Spiritualist

Association.

3. The notice shall be signed by at least fifteen persons of legal age

who are in good and regular standing of such church, in accordance with

the rules and regulations of such church, and who have in good faith

expressed in open meeting their belief in the tenets and the declaration

of principles adopted by the National Spiritualist Association.

4. The notice shall be publicly read at a regular meeting of such

unincorporated church for public worship on two successive Sundays

immediately preceding the meeting by any person qualified to sign such

notice.

Incorporation meeting. 1. At the incorporation meeting, held in

pursuance of such notice, the qualified voters shall be all persons of

legal age who are in good and regular standing in such church in

accordance with the rules and regulations of such church and who have in

good faith in open meeting expressed their belief in the tenets of faith

and the declaration of principles adopted by the National Spiritualist

Association. At such meeting the presence of a majority of the qualified

voters, at least eight in number, shall be necessary to constitute a

quorum, and all matters or questions shall be decided by a majority of

the qualified voters voting thereon.

2. The meeting shall be called to order by the minister of such

church, or in his absence, by one of the signers of the notice and shall

elect from the qualified voters, a chairman, a secretary and two

inspectors of election. The chairman and the inspectors of election

shall decide the qualifications of the voters and the result of the

ballots cast on any matter.

3. If the meeting shall decide that such church shall become

incorporated, the meeting shall also decide upon the name of the

proposed corporation, the number and term of officers and trustees, and

the name of the county and the city, town or village in which the

principal place of worship is or is intended to be located. The meeting

shall also elect the officers and trustees. The meeting may also adopt

by-laws for the government of the church.

Certificate of incorporation. The certificate of incorporation

shall contain:

1. The name by which the proposed corporation shall be known.

2. The names and addresses of the officers and trustees elected at the

incorporation meeting, together with the respective terms of said

officers and trustees.

3. The name of the county and the city, town or village in which the

proposed place of worship is or is intended to be located.

4. The purpose and intent for which the corporation is created to be

set forth as follows:

"The purpose and intent of this religious corporation is to promote

the science and promulgate the philosophy and religion of Spiritualism,

as adopted and practiced by the National Spiritualist Association.

This corporation is subject to the constitution and by-laws of the

National Spiritualist Association, a religious body incorporated under

the laws of the District of Columbia, to the extent that they may not be

inconsistent with the laws of the United States or of this state."

The certificate shall be executed and acknowledged by the duly elected

officers and trustees and, together with the written permission to

incorporate granted by the board of trustees of the National

Spiritualist Association, shall be filed in the office of the county

clerk of the county in which the place of worship is or is intended to

be located. On such filing the church shall be a corporation and the

persons so elected to be officers and trustees shall be such officers

and trustees.

Pastor. The pastor of the church shall be called, settled or

removed and his or her salary fixed, only by the vote of a majority of

the members of the corporation duly qualified to vote at elections

present and voting at a meeting of such corporation called for that

purpose, subject to the written consent of the board of trustees of the

National Spiritualist Association.

Re-incorporation. Any heretofore incorporated Spiritualist

church in connection with the National Spiritualist Association, may

re-incorporate under the provisions of this article by the same

procedure hereinbefore set forth for incorporation, substituting at the

appropriate place the word "re-incorporate" for "incorporate" and filing

the certificate of re-incorporation in the office of the county clerk in

the county in which its principal place of worship is located.

Application of article. This article applies only to Methodist

churches and to affiliated and subsidiary organizations.

Change of name of churches and affiliated and subsidiary

organizations. 1. Notwithstanding any provisions of this chapter or of

any general, special or local law, the three denominations formerly

known as the Methodist Episcopal Church, the Methodist Protestant Church

and the Methodist Episcopal Church South having united into one under

the name of The Methodist Church, all religious corporations or churches

heretofore authorized to use, or be known by the names "Methodist

Episcopal Church," "Methodist Protestant Church," or "Methodist

Episcopal Church South" and all societies, conferences, boards,

associations, corporations or other organizations directly connected

therewith or subsidiary thereto shall eliminate from their respective

names the word or words "Episcopal," "Protestant" or "South," as the

case may be, and all such churches, corporations and other organizations

shall hereafter be known by such names as changed and amended by this

section.

2. The changes in names provided for by this section shall not in any

respect change the identity of or affect, abate, defeat, alter or annul

any of the rights, privileges, powers, property rights, obligations,

liabilities or duties of any of said churches or corporations aforesaid,

all of which shall remain in full force and effect as though their

respective names had not been so changed.

3. All churches or other corporations using the changed names as

provided in this section shall continue to have and be possessed of all

of the interest, property and rights to which they are or may become

entitled under their former corporate names.

4. The provisions of this section shall be deemed continuous of the

provisions of chapter three hundred twenty-seven of the laws of nineteen

hundred forty, and laws amendatory thereof, and shall be construed to

have been in existence since April tenth, nineteen hundred forty, the

time of the enactment of such chapter.

Use of certain names by religious corporations. 1.

Notwithstanding any provisions of this chapter or of any general,

special or local law, the two denominations formerly known as The

Methodist Church and The Evangelical United Brethren Church having

united into one under the name of The United Methodist Church, all

religious corporations or churches heretofore authorized to use or be

known by the names Methodist Church or Evangelical United Brethren

Church, and all societies, conferences, boards, associations,

corporations or other organizations duly connected therewith or

subsidiary thereto shall eliminate from their respective names the word

or words The Methodist Church or Evangelical United Brethren or add The

United Methodist Church, as the case may be and all such churches,

corporations and other organizations shall hereinafter be known by such

names as changed and amended by this section.

2. The changes and names provided for by this section shall not in any

respect change the identity or affect, abate, defeat, alter or annul any

of the rights, privileges, property rights, obligations, liabilities or

duties of any of said churches or corporations aforesaid, all of which

shall remain in full force and effect as though their respective names

had not been so changed.

3. All churches, corporations, organizations or unincorporated

associations using the changed names as provided in this section shall

continue to have and be possessed of all of the interest, property and

rights to which they are or may become entitled under their former

corporate names or other respective designations.

Meeting for incorporation. 1. Notice of a meeting for the

purpose of incorporating an unincorporated United Methodist church shall

be in writing and shall state in substance, that a meeting of such

unincorporated church will be held at its usual place of worship at a

specified day and hour, for the purpose of incorporating such a church

and selecting a name therefor and electing trustees thereof.

2. Such notice must be signed by at least six full members of the

church who are all of full age and in good and regular standing. This

notice shall be publicly read at each of the two next preceding regular

meetings of such unincorporated church for public worship, at least one

week apart, at morning service, if such service be held, on Sunday, if

Sunday be the day for such regular meetings by the pastor or by one of

the signers thereof.

3. At the meeting for incorporation held in pursuance of such notice,

the following persons, and no others, shall be qualified voters, to wit:

all persons of full age who are then full members in good and regular

standing in such church. The presence of at least six persons qualified

to vote thereat shall be necessary to constitute a quorum of such a

meeting. Each action of the meeting upon any matter or question shall be

decided by a majority of the qualified voters present and voting

thereon. At such a meeting the district superintendent or the pastor

shall preside, or in the absence of both or in case of either or both

declining to preside, any qualified voter may be elected to preside.

The presiding officer shall be the judge of the qualifications of

voters, subject to appeal to the vote of the members present whose

qualifications as voters are not challenged, and shall receive the votes

cast and declare the result of the same.

4. If such meeting shall decide to incorporate such unincorporated

church, it shall also decide upon the name of the proposed

incorporation, the number of trustees thereof, which shall be three, six

or nine, and shall determine the date, not more than fifteen months

thereafter, on which the first annual election of the trustees thereof

after such meeting shall be held. Such meeting shall elect by ballot the

number of trustees decided upon, which trustees shall be of full age and

two-thirds of whom shall be members of The United Methodist Church.

One-third of these shall be elected to hold office until the first

annual election of trustees thereafter, one-third until the second

annual election, and one-third until the third annual election.

Certificate of incorporation. The presiding officer of such a

meeting and at least two other persons present and voting thereat shall

be appointed at such a meeting to execute and acknowledge, before any

person authorized to take acknowledgment of deeds, a certificate of

incorporation which shall have been submitted to and approved by such

meeting. Such certificate shall set forth: the place and date of said

meeting for incorporation; the name of said church; the township,

village or city, and the county in which said church shall be located;

the statement that there were six or more qualified voters present at

the meeting where this act of incorporation was authorized; the names

and respective periods of office of the trustees elected; the signatures

and residences of those authorized to execute and acknowledge the

certificate of incorporation; the approval of the district

superintendent of the district in which the church is located; and a

statement that the corporation shall support the doctrine and shall be

subject to the laws, usages and ministerial appointments of The United

Methodist Church as from time to time established, made and declared by

the lawful authority of said church. On the filing of such certificate

in the office of the county clerk of the county in which such church

shall be located the members of such church qualified to vote at such

meeting and those who shall thereafter, from time to time, be qualified

voters, at the corporate meetings thereof, shall be a corporation by the

name stated in such certificate, and the persons therein stated to be

elected trustees of such church shall be the trustees thereof, for the

terms for which they were respectively elected, and until their

successors are elected.

Amendment of certificate of incorporation. It shall be lawful

for any incorporated United Methodist church, by a two-thirds vote of

the members present and voting at a regularly called meeting of the

corporation, to alter or amend its certificate of incorporation in any

manner not inconsistent with the provisions of this chapter or the

discipline of The United Methodist church; and such alteration or

amendment shall become operative when the amended certificate of

incorporation shall have been executed, acknowledged and filed as

provided for in section three hundred twenty-three of this article.

Corporate meetings. 1. The trustees of an incorporated United

Methodist church shall be elected at the annual corporate meeting which

shall be held at the time and place fixed by the by-laws, if such time

and place be so fixed, and otherwise at a time and place to be fixed by

its trustees. A special corporate meeting of any such church may be

called by the board of trustees thereof, on its own motion or on the

written request of at least ten qualified voters of such church. The

trustees shall cause notice of the time and place of the annual

corporate meeting therein specifying the name of any trustees, whose

successors are to be elected thereat, and, if a special meeting,

specifying the business to be transacted thereat, to be given at each of

the two next preceding regular meetings of such incorporated church for

public worship, at least one week apart, at morning service, if such

service be held, on Sunday, if Sunday be the day for such regular

meetings, or if no such public worship be held during such period, by

conspicuously posting such notice in writing upon the outer entrance to

the principal place of worship of such church. Such notice shall be

given by the district superintendent, the pastor, the officiating

minister or an officer of the church.

2. At such a corporate meeting the following persons, and no other,

shall be qualified voters for the election of trustees, to wit: all

persons who are full members of such church in good and regular

standing. The members present at any duly announced meeting shall

constitute a quorum. Each action of the meeting upon any matter or

question shall be decided by a majority of the qualified voters present

and voting thereon. At such a meeting the district superintendent or the

pastor shall preside, or in the absence of both or in case of either or

both declining to preside, any qualified voter may be elected to

preside. The presiding officer of the meeting shall receive the votes,

be the judge of qualifications of voters subject to appeal to the vote

of the members present whose qualifications as voters are not

challenged, and declare the result of the votes cast on any matter.

3. Election of trustees at the annual corporate meeting shall be by

written individual ballot and on a majority vote. Such trustees shall be

of full age and each election shall provide that at least two-thirds of

the board of trustees shall be members of The United Methodist Church.

The trustees shall be elected for a term of three years or until their

successors have been duly elected, provided that one-third shall be

elected each year.

Changing number of trustees. An incorporated United Methodist

church may, at its annual corporate meeting where trustees are elected,

by vote change the number of its trustees to three, six or nine by

adding more trustees, one-third of which shall be elected for three

years, one-third for two years and one-third for one year; or by voting

to discontinue the offices of certain specified trustees as they expire,

one-third of said offices to be discontinued each year, until the number

left is the number decided upon. Such changes in the board of trustees

shall always provide that at least two-thirds of the trustees shall be

members of The United Methodist church. No such changes shall affect the

terms of the trustees then in office, but each shall hold office until

his full term has expired unless his office shall terminate as provided

for elsewhere in this article.

Vacancies in board of trustees. If any trustee of such

incorporated United Methodist church declines to act, resigns, dies, or

has his trusteeship terminated by any other means, his office shall be

vacant and the quarterly conference of the church in any regular or a

special session may fill the vacancy until the next annual corporate

meeting when trustees are elected at which meeting the vacancy shall be

filled for the unexpired term.

Meetings of trustees. Meetings of the trustees of an

incorporated United Methodist church may be held at stated intervals or

may be called by giving at least twenty-four hours notice thereof

personally or by mail to all trustees and such meeting may be called and

such notice given by the pastor, the secretary of the board of trustees,

or by any two of the trustees, but by the unanimous consent of the

trustees a meeting may be held without previous notice thereof. Some

member of the board of trustees elected for that purpose shall be

president or chairman, or the pastor may preside without vote. A

majority of the whole number of trustees shall constitute a quorum for

the transaction of business at any meeting lawfully convened. In case of

a tie vote at a meeting of the trustees, the presiding officer of such

meeting, if he be a trustee, shall, notwithstanding he has voted once,

have an additional casting vote, or, if the presiding officer be the

pastor, the secretary of the board shall have the additional casting

vote.

Change of date of annual corporate meetings. An annual

corporate meeting of an incorporated United Methodist church may change

the date of its annual meeting thereafter. If such a date shall next

thereafter occur less than six months after the annual meeting at which

such change is made, the next annual meeting shall be held one year from

such next recurring date. For the purpose of determining the terms of

office of trustees, the time between the annual meeting at which such

change is made and the next annual meeting thereafter shall be reckoned

as one year.

Powers and duties of trustees. 1. The trustees of an

incorporated United Methodist church shall have the custody and control

of all the temporalities and property belonging to the corporation and

of the revenues from such property, and shall administer the same in

accordance with the discipline, rules and usages of The United Methodist

Church, and with the provisions of law relating thereto, for the support

and maintenance of the corporation or providing the members thereof at a

corporate meeting thereof shall so authorize, of some religious,

charitable or benevolent object, conducted by such church, or connected

with it, or with The United Methodist Church, and they shall not use

such property for any other purpose or divert the same from such uses.

2. The trustees shall be responsible to the charge conference of the

church in a manner not inconsistent with any directions of a corporate

meeting, and shall annually make a written report to the charge

conference which report shall include the items required by the

discipline of The United Methodist Church.

3. The trustees shall not prevent or interfere with the pastor or

other duly authorized ministers of The United Methodist Church in the

use of said property for religious services or other proper meetings

recognized by the law and usage of The United Methodist Church.

Control of trustees by corporate meetings. A corporate meeting

of an incorporated United Methodist church, whose trustees are elective

as such, may give directions, not inconsistent with law or with the

discipline of The United Methodist Church, as to the manner in which any

of the temporal affairs of the church shall be administered by the

trustees thereof; and such directions shall be followed by the trustees.

Conveyance of property. The trustees of an incorporated United

Methodist church may sell, mortgage, lease or convey church property by

following the provisions of section twelve of article two of this

chapter except that in no case shall trustees mortgage or encumber real

estate on which a church or parsonage is located for the current expense

of a charge, nor shall the principal of the proceeds of the sale of such

property be so used.

Conveyance of property for church, school or missionary

purposes. Any church or society of The United Methodist Church created

by or existing under the laws of the state of New York, having its

principal office or place of worship in the state of New York, or whose

place of worship was within the state of New York, is hereby authorized

and empowered by the concurrent vote of two-thirds of its qualified

voters present and voting therefor, at a meeting regularly called for

that purpose, and of two-thirds of all its trustees and by the written

consent of the resident bishop and the district superintendent, to

direct the transfer and conveyance of any of its property, real or

personal, which it now has or may hereafter acquire, to any religious,

charitable or missionary corporation connected with The United Methodist

denomination and incorporated by or organized under any law of the state

of New York, either solely, or among other purposes, to establish or

maintain, or to assist in establishing or maintaining churches, schools

or mission stations, or to erect or assist in the erection of such

buildings as may be necessary for any such purposes, with or without the

payment of any money or other consideration therefor; and upon such

concurrent votes being given, the trustees shall execute such transfer

or conveyance; and upon the same being made, the title to and the

ownership and right of possession of the property so transferred and

conveyed shall be vested in and conveyed to such grantee; provided,

however, that nothing herein contained shall impair or affect in any way

any existing claim or lien against any property so transferred or

conveyed, or any action at law or legal proceeding; and such transfer

shall be subject, in respect to the amount of property the said grantee

may take and hold, to the restrictions and limitations of all laws then

in force.

Bequests. Any bequest of real or personal property to an

unincorporated United Methodist church may be taken and held by the

incorporated annual conference which has jurisdiction over said church

and administered for the benefit of said church.

Powers of certain existing corporations to conform charter to

article. A corporation heretofore created in this state by special act

or under general law for purposes for which a corporation may be created

under this article and other applicable provisions of this chapter, may,

by the procedure herein provided, amend its charter or certificate of

incorporation to conform to the provisions of this article with the same

corporate name and for the same corporate purposes and any additional

purposes permitted by this article; but such amendment shall not affect

then existing property rights or liabilities.

Definitions. 1. The "Byelorussian Autocephalic Orthodox Church

in America," as that term is used anywhere in this article, refers to

the churches, cathedrals, chapels, congregations, societies, parishes,

committees and other religious organizations of the Eastern Orthodox

Church which are subject to ecclesiastical and administrative

jurisdiction and authority of the archbishop, or bishop, who is the

ecclesiastical administrator of the American diocese of the Byelorussian

Autocephalic Orthodox Church created pursuant to resolutions adopted at

a diocesan convention (sobor) of said diocese held at Brooklyn, New

York, on May twenty-eighth and twenty-ninth, nineteen hundred sixty and

subject to the ecclesiastical jurisdiction of the metropolitan

archbishop, or other primate, or the locum tenens acting in his place

and the council of bishops of the Byelorussian Autocephalic Orthodox

Church.

2. Every church, parish, congregation, society, or committee

incorporated or reincorporated, pursuant to this article, shall in all

respects conform to, maintain, and follow the faith, doctrine, ritual,

communion, discipline, canon law, traditions and usages of the Eastern

Orthodox Church as such are determined by the governing ecclesiastical

body of the Byelorussian Autocephalic Orthodox Church, and shall

recognize and be and remain subject to the jurisdiction and authority of

the duly appointed archbishop, bishop or other administrator of the

American Diocese of the Byelorussian Autocephalic Orthodox Church,

hereinafter called Byelorussian Autocephalic Orthodox Church in America,

or his successor in office, and shall accept, secure or receive the

sacramental, pastoral, or ministerial services of such clergy only as

are so certified to be of lawful and canonical status or authority in

the Byelorussian Autocephalic Orthodox Church in America, and retain or

secure as pastors only such clergy as have, in addition, the permission

of the said archbishop, bishop, or administrator of the Byelorussian

Autocephalic Orthodox Church in America.

Application for incorporation. Any number of persons of full

age, not less than ten, who are communicants in canonical standing

within the Eastern Orthodox Church may associate themselves for the

purpose of founding and continuing a congregation acknowledging,

conforming to and promoting the faith, doctrine, discipline, rite,

canons, traditions, usages and constitution of the Byelorussian

Autocephalic Orthodox Church in America and apply to the archbishop or

bishop, who is the ecclesiastical administrator of said church, for

permission and sanction to incorporate such congregation. When such

permission aforesaid has been obtained in writing over the signature and

seal of such archbishop or bishop, such congregation may become an

incorporated church by executing, acknowledging and filing a certificate

of incorporation as hereinafter provided.

Any religious order, theological seminary for the preparation of

candidates for ministry, or religious society established for

evangelical efforts or the relief of the poor and needy, which is

intended to be an auxiliary organization of the Byelorussian

Autocephalic Orthodox Church in America, where a chapel for the conduct

of worship is provided shall be deemed a congregation to all intents and

purposes, and may be incorporated in the manner prescribed in this

article.

Notice of a meeting for incorporation. Notice of a meeting for

the purpose of incorporating a congregation, to which this article is

applicable, shall be given as follows:

1. The notice shall be in writing and shall state in substance that a

meeting of the members of such congregation will be held at a stated

place, date and hour for the purpose of incorporating such congregation,

electing laymen trustees thereof and selecting a corporate name thereof.

2. The notice shall also state that the appropriate ecclesiastical

authority has given sanction and permission, required under this

article, for the incorporation.

3. The notice must be signed by at least six persons of full age who

are then members in good and regular standing of such congregation by

admission into full communion and membership therewith, in accordance

with the rules and regulations thereof, and of the governing

ecclesiastical body of the Byelorussian Autocephalic Orthodox Church and

who have statedly worshipped with such congregation and have regularly

contributed to its financial support, according to its usages, for at

least one year or since it was formed.

4. Such notice shall be publicly read at two successive regular

meetings for public worship or at special meetings of such congregation

on the two Sundays immediately preceding the meeting for incorporation;

and at least fifteen days before the meeting for incorporation, by the

first named of the following persons who is present thereat, to wit:

The minister in charge of such congregation, officiating minister

thereof, or one of the persons qualified to sign such notice in the

order of their age beginning with the oldest.

5. A copy of such notice shall be posted conspicuously on the outside

of the main entrance to the usual place of worship, or at the place

where the special meetings are to be held, at least fifteen days before

the meeting for incorporation.

6. A copy of such notice shall be sent by mail postpaid at least ten

days prior to the date set for the meeting for incorporation to each

member in good and regular standing by admission into full communion and

membership therewith, in accordance with the rules and regulations

thereof, and of the Byelorussian Autocephalic Orthodox Church, at his

last known address as same appears in the records of the congregation.

The meeting for incorporation. 1. At the meeting for

incorporation, held in pursuance of such notice, the qualified voters,

until otherwise decided as hereinafter provided, shall be all persons of

full age, who are then members in good and regular standing of such

congregation by admission into full communion and membership therewith,

in accordance with the rules and regulations thereof, and of the

governing ecclesiastical body of the Byelorussian Autocephalic Orthodox

Church.

2. At such meeting, the presence of a majority of such qualified

voters, at least six in number, shall be necessary to constitute a

quorum and all matters or questions shall be decided by a majority of

the qualified voters voting thereon.

3. The meeting shall be called to order by the first named of the

following persons who is present thereat, to wit: The minister in charge

of such congregation, or the officiating minister thereat, or one of the

persons qualified to sign the notice of the meeting for incorporation in

the order of their age beginning with the oldest.

4. There shall be elected at such meeting from the qualified voters

there present, a presiding officer, a clerk to keep the record of the

proceedings of the meeting and two inspectors of election to receive the

ballots cast. The presiding officer and the inspector shall decide the

result of the ballots cast on any matter and shall be the judges of the

qualifications of the voters, subject to appeal to the vote of the

members present whose qualifications as voters are not challenged.

5. If the meeting shall decide that such congregation shall become an

incorporated church, the meeting shall also decide upon the name of the

proposed corporation, the number of laymen trustees thereof, which shall

be a multiple of three, and the date, not more than fifteen months

thereafter, on which the first annual election of the laymen trustees

thereof shall be held, and shall decide also whether those who, from the

time of the formation of such congregation or during the year preceding

the meeting for incorporation, have statedly worshipped with such

congregation and have regularly contributed to the financial support

thereof, shall be qualified voters at such meeting for incorporation,

and that those who during the year preceding the subsequent corporate

meetings of the church shall have statedly worshipped with such church

and shall have regularly contributed to the financial support thereof,

shall be qualified voters at such corporate meetings.

6. Such meetings shall thereupon elect by ballot from the persons

qualified to vote thereat one-third of the number of trustees so decided

on, who shall hold office until the first annual election of trustees

thereafter, and one-third of such number of trustees who shall hold

office until the second annual election for trustees thereafter, and

one-third of such number of trustees who shall hold office until the

third annual election thereafter, or until the respective successors of

such trustees shall be elected.

7. Such meeting shall also elect by ballot a clerk of the corporation,

who shall hold office until the close of the next annual meeting.

Resolutions to be adopted at the meeting for incorporation. In

order to incorporate under this article, the meeting shall adopt the

following resolution by a majority of its qualified voters, present and

voting, to wit:

Whereas, this congregation was founded and established, and thereby a

permanent trust was created, for the purpose and intent of adhering to,

maintaining and promoting religious worship and teaching according to

the communion, doctrine, discipline, rite, canon law, traditions and

usages of the Byelorussian Autocephalic Orthodox Church; and

Whereas, such purpose and intent and the trust thereby created can be

fully effected and safeguarded only in complete canonical unity with

jurisdictions and in obedience to bishops acknowledged and certified by

the Byelorussian Autocephalic Orthodox Church in America; and

Whereas, the signors thereof are the trustees, duly elected as such at

a meeting duly held on the ............ day of .......... , nineteen

hundred .......... , in accordance with article eighteen of the

religious corporations law; and

Whereas, by a majority vote the said meeting has determined to

incorporate as a Church of the Byelorussian Autocephalic Orthodox Church

in America under the name of (here give the corporate name by which such

church is to be known); and

Whereas, permission and sanction for such incorporation has been given

and certified in accordance with the provisions of said article by (here

name the appropriate archbishop, bishop or administrator) to whose

jurisdiction and authority this corporation shall adhere.

Therefore it is hereby resolved, that this congregation shall become

and remain an incorporated church of the aforesaid jurisdiction in full

unity of communion, faith and discipline with the Byelorussian

Autocephalic Orthodox Church in America and that the clergymen trustees

of this said church shall be the archbishop, or bishop, who is the

administrator of the Byelorussian Autocephalic Orthodox Church in

America and rector of this church, and their successors in office, shall

by virtue of their offices, be the clergymen trustees of this church,

which said two officers together, with the .......... laymen trustees

elected at this incorporation meeting, shall constitute the trustees

thereof. Said clergymen trustees' term of office shall continue until

their successors in said office are elected by the governing

ecclesiastical body of the Byelorussian Autocephalic Orthodox Church,

and said laymen trustees' term of office shall be that fixed by statute.

Certificate of incorporation. 1. If the meeting shall decide

that such congregation shall become an incorporated church of the

Byelorussian Autocephalic Orthodox Church in America, a certificate of

incorporation therefor shall be executed and acknowledged by the

archbishop, or bishop, who is administrator of the Byelorussian

Autocephalic Orthodox Church in America, the rector of the congregation

and by the laymen trustees that have been elected, and by the clerk of

the corporation, and the said certificate of incorporation shall contain

the following:

(a) The name by which the proposed corporation shall be known;

(b) The number of laymen trustees thereof; the names and addresses of

the persons elected as trustees; and the term of office for which they

were respectively elected;

(c) An exact copy of the resolution which provides for the clerical

trustees by virtue of their offices;

(d) The name of county, town, city or village in which the principal

place of worship or office is or is intended to be located;

(e) The purpose and intent for which said corporation is created, to

be set forth as follows:

"The purpose and intent of this corporation is to maintain, propagate,

practice and forever perpetuate religious worship, services, sacraments

and teaching in full accordance and unity with the doctrine, ritual,

canon law, faith, practice, discipline, and traditions and usages of the

Holy Orthodox Church; and for carrying out of said purpose and intent,

to form and maintain a religious organization of church adherent and

obedient to the ecclesiastical jurisdiction and authority of the

archbishop, or bishop, or administrator of the Byelorussian Autocephalic

Orthodox Church in America and certified by the governing ecclesiastical

body of the Byelorussian Autocephalic Orthodox Church, as canonical and

duly appointed."

(f) In the certificate of incorporation of societies or organizations,

other than churches, special purposes, additional to the above, may be

set forth.

2. On filing such certificate in the office of the county clerk of the

county in which such church is or is intended to be located, such church

shall be a corporation by the name stated in the certificate, and the

persons therein stated to be elected clerical and laymen trustees of

such church shall be trustees therefor for their respective terms and

until their successors are elected.

Reincorporation of existing corporations. Any heretofore

incorporated church, to which this article is applicable, may

reincorporate under the provisions of this article by the same procedure

hereinbefore set forth for incorporation substituting, at appropriate

places, the word "reincorporate" for "incorporate" and filing the

certificate of reincorporation in the office of the county clerk in the

county in which its principal place of worship is located. Immediately

upon the filing of such certificate all the right, title, equity and

interest of such corporation in any estate, real or personal, together

with all franchise and charter rights, shall be vested in the

corporation so created under this article, and the original corporation

shall be null and void.

Time, place and notice of corporate meetings. 1. The annual

corporate meeting of every church incorporated under this article shall

be held at the time and place fixed by its by-laws, or if no time and

place be so fixed, then at a time and place to be first fixed by its

trustees, but to be changed only by a by-law adopted at an annual

meeting.

2. A special corporate meeting of any such church may be called by the

board of trustees thereof, on its own motion, and shall be called on the

written request of at least ten qualified voters of such church.

3. The trustees shall cause notice of the time and place of such

annual corporate meeting, therein specifying the names of any trustees,

whose successors are to be elected thereat and the business to be

transacted thereat, and, if a special meeting, specifying business to be

transacted thereat, to be publicly read at two successive regular

meetings for public worship or at special meetings of such church on the

two Sundays immediately preceding the annual or special corporate

meeting, by the rector of such church or if there be none or he be

necessarily absent, by the officiating minister thereof, if there be

one, or if not, or if any such minister refuse to give such notice, by

any officer of such church. If no public worship be held during said

period, or if it be the notice of special corporate meeting, a copy of

such notice shall be posted conspicuously on the outside of the main

entrance to the usual or principal place of worship at least fifteen

days before such meeting and a copy of such notice shall be sent by mail

postpaid at least ten days prior to the date set for such meeting to

each member of such church in good and regular standing by admission

into full communion and membership therewith, in accordance with the

rules and regulations thereof, and of the governing ecclesiastical body

of the Byelorussian Autocephalic Orthodox Church, and who has been

stated attendant at divine worship in such church and has regularly

contributed to the financial support thereof during the year next

preceding such meeting, at his last known address as same appears in the

records of the church.

Organization and conduct of corporate meetings; qualifications

of voters. 1. At a corporate meeting of an incorporated church to which

this article is applicable, the following persons, and no others, shall

be qualified voters, to wit: All persons who are then members in good

and regular standing of such church by admission into full communion or

membership therewith in accordance with the rules and regulations

thereof, and of the governing ecclesiastical body of the Byelorussian

Autocephalic Orthodox Church, and who have been stated attendants on

divine worship in such church and have regularly contributed to the

financial support thereof during the year next preceding such meeting.

2. The annual corporate meeting shall be governed with respect to its

organization and election of laymen trustees and the clerk of the

corporation by the same provisions as set forth in this article for the

incorporation of said church, except if there be no rector or he be

necessarily absent or if he refuses to call such meeting to order, the

chairman of the board of trustees shall do so.

3. The same provisions shall apply to a special corporate meeting.

4. At the annual corporate meeting the trustees shall cause to be

prepared and read thereat a budget giving the approximate amount of

money needed for the maintenance of worship, the administration of the

temporal affairs of the church and for the care of the property, and

such other regular and special items as shall be brought to the

attention of the meeting, which budget shall be discussed and decided

upon, ratified or amended by the said meeting by majority vote, with

ample provision made to raise such funds by whatever usages the church

shall elect.

5. In the event that a quorum shall not be present at any annual

corporate meeting and no election of the trustees and officers shall be

accordingly had thereat, the board of trustees shall call a special

meeting (which may be referred to as an adjourned annual corporate

meeting) at a time and place to be fixed by it. Notice of such meeting

shall be given in the same manner as provided for any special meeting.

If such special meeting be not called by the board of trustees within

two weeks following the date for such annual meeting, the rector is

authorized to and shall call such special meeting and notice thereof

shall be given in like manner. The election of officers and any other

business required or scheduled to have been had or conducted at the

annual corporate meeting may be had and conducted at such special

meeting. In the event that a quorum shall not be present at such special

meeting and no election of officers shall be accordingly had thereat,

the rector, vicar or minister in charge of the church or congregation,

with the approval of the bishop, not more than sixty days thereafter, is

authorized to and shall appoint the laymen trustees, and other lay

officers to the offices not filled by election at such annual corporate

meeting or such special meeting, and they shall hold office as such

until the next succeeding annual meeting. If such rector, vicar or

minister shall fail to make such appointments, the bishop is authorized

to and shall make such appointments, with like force and effect.

Change of date of annual corporate meetings. An annual

corporate meeting of an incorporated church to which this article is

applicable may, by a majority vote of the duly qualified voters at such

meeting, change the date of the annual meeting thereafter. If such date

as so changed shall next thereafter occur less than six months after the

annual meeting at which such change is made, the next annual meeting

shall be held one year from such next recurring date. For the purpose of

determining the terms of office of trustees, the period of time elapsing

between the date of the annual meeting at which such change is made and

the next annual meeting thereafter shall be reckoned as one year.

Changing number of laymen trustees. An incorporated church to

which this article is applicable may, at its annual corporate meeting

where trustees are elected, by a majority vote of the duly qualified

voters at such meeting, change the number of its trustees by adding more

trustees, one-third of which shall be elected for three years, one-third

for two years and one-third for one year; or by voting to discontinue

the offices of certain specified trustees as they expire, one-third of

said offices to be discontinued each year, until the number left is the

number decided upon. No such changes shall affect the terms of the

trustees then in office, but each shall hold office until his full term

has expired unless his office shall terminate as provided for elsewhere

in this article.

The powers and duties of trustees. 1. The trustees of an

incorporated church to which this article is applicable shall have the

custody and control of all the temporalities and property, real or

personal, belonging to the corporation and of all the revenues therefrom

and shall administer the same strictly in accordance with the

discipline, rules, usages, laws and constitution of the Byelorussian

Autocephalic Orthodox Church in America, and with the provisions of law

relating thereto, for the support and maintenance of the church

corporation or providing the members thereof at a corporate meeting

thereof shall so authorize, of some religious, charitable, benevolent or

educational object, conducted by such church, or connected with it, or

the governing ecclesiastical body of the Byelorussian Autocephalic

Orthodox Church in America, and they shall not use such property or

revenue for any other purpose or divert the same from such uses.

2. By-laws or directions adopted at any corporate meeting of any such

incorporated church shall control the subsequent action of its trustees,

as to the temporalities and property or revenues therefrom, and as to

the care thereof, and changes in either thereof and disposition thereof.

3. The trustees of any such church shall have no power, without the

consent of a corporate meeting, to incur debts beyond what is necessary

for the care of the property of the corporation.

4. The trustees shall not prevent or interfere with the rector or

other duly authorized ministers in the use of said property for

religious services or other proper meetings recognized by the law and

usages of the Byelorussian Autocephalic Orthodox Church in America.

5. The trustees of an incorporated church to which this article is

applicable, shall have no power to settle or remove or fix the salary of

the minister. The trustees shall also have no power to fix or change the

time, nature or order of the public or social worship of such church,

except when such trustees are also the spiritual officers of such

church.

6. The trustees of any such church shall be responsible to the

diocesan council or the convention (sobor) of the diocese within bounds

of which such church is situated in accordance with the discipline,

rules, usages, laws and constitution of the Byelorussian Autocephalic

Orthodox Church in America and shall make reports to said diocesan

council or convention (sobor) which reports shall include all the items

required.

Meetings of trustees. 1. Meetings of the trustees of an

incorporated church to which this article is applicable may be held at

stated intervals, or shall be called by the chairman of the board of

trustees on his own motion, or upon request of one of the clergymen

trustees or any two of the laymen trustees by giving at least

twenty-four hours notice thereof personally or by mail to all trustees,

but by the unanimous consent of the trustees a meeting may be held

without previous notice thereof.

2. To duly constitute such regular or special meeting of the trustees

for the transaction of business, at any meeting lawfully convened, there

shall be present a majority of the laymen trustees, the archbishop, or

bishop, who is administrator of the Byelorussian Autocephalic Orthodox

Church in America, the rector of the church, unless there is no rector

at that time, or he shall be necessarily absent, and the clerk of the

corporation. If the archbishop, or bishop, cannot be present, he may

send his proxy to one of the laymen trustees.

3. The chairman of the board of trustees shall preside or if he shall

be necessarily absent, the rector shall preside at the meeting.

4. No act or procedure other than regular routine matters in regard to

the administration of the temporal affairs of the church and for the

care of the property of the corporation, as included in the budget

items, shall be valid without the sanction of the archbishop, or bishop,

who is administrator of the Byelorussian Autocephalic Orthodox Church in

America.

5. The effect of a tie vote creating a deadlock shall be to carry the

question involved (with all pending questions appertaining thereto) over

to the next meeting of the board. In case of such a deadlock extending

beyond three successive meetings of the board of trustees, the whole

matter involved shall be settled in a meeting of the corporate society.

Vacancies among layman trustees. If any layman trustee of an

incorporated church to which this article is applicable declines to act,

resigns or dies, or ceases to be a qualified voter at a corporate

meeting thereof, or has his trusteeship terminated by any other means,

his office shall be vacant; and such vacancy may be filled by the

remaining trustees until the next annual corporate meeting of such

church; at which meeting the vacancy shall be filled for the unexpired

term.

Pastoral relations. The election, calling, settlement,

installation, dismissal, removal, translation, constituting or

dissolving of the pastoral relation, or fixing or changing of the salary

of a minister, or taking any action for or toward any such purpose, and

the calling and conduct of a meeting of any such church for any such

purpose, and the qualification of voters at any such meeting are not

authorized or regulated or controlled by any provision of this chapter,

but the same shall be in all respects, done, and regulated, and any

meeting therefor called, conducted, and controlled, only in accordance

with the laws, regulations, practice, discipline, books of government,

rules and usages of the ecclesiastical governing body of the

Byelorussian Autocephalic Orthodox Church, except that the salary of any

such minister may be increased at any corporate meeting of any such

church.

Conveyance of property. Whenever it may become necessary or

advisable to mortgage or dispose of any church property, the trustees

may mortgage or sell and convey the same by first securing the authority

of the society for such sale or mortgage and the approval of the

archbishop, or bishop, who is administrator of the Byelorussian

Autocephalic Orthodox Church in America, and obtaining leave of the

supreme or county court therefor pursuant to the provisions of this

chapter; provided that in all cases the proceeds of such sale or

mortgage shall be used either for the payment of debts or for the

purchase or improvement of property for the same uses and deeded to the

same corporation; or if not so used, shall be held subject to the order

of the diocesan council of the Byelorussian Autocephalic Orthodox Church

in America which has ecclesiastical jurisdiction over such church.

Property of extinct churches. The diocesan council of the

Byelorussian Autocephalic Orthodox Church in America may decide that a

church in connection with it or over which it has ecclesiastical

jurisdiction, and to which this article is applicable, has become

extinct, if it has failed for two consecutive years next prior thereto,

to maintain religious services according to the discipline, customs and

usages of the Byelorussian Autocephalic Orthodox Church, or has had less

than ten resident attending members making annual or regular